MINERAL RESOURCES LIMITED — AGM Information 2012

Oct 22, 2012

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ACn 118 549 910

TIME: 10 am (WST)

DATE: 22 November 2012

PLACE: Bluewater Function Venue 56 Duncraig Road Applecross WA 6153

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MINERAL RESOURCES LIMItEd Notice of Meeting 2012

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A Proxy Form is enclosed.

This Notice of Meeting should be read in its entirety. If you are unable to attend the General Meeting please complete and return the enclosed Proxy Form in accordance with the specified instructions. 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 8) 9329 3600.

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CONTENTS

CONTENTS
Business of the Meeting (setting out the proposed resolutions)	2
Explanatory Statement (explaining the proposed resolutions)	3
Glossary	4

IMpOrTaNT INfOrMaTION

TIME AnD PLACE OF MEETInG

Notice is given that the Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10am (WST) on Thursday, 22 November 2012 at:

Bluewater Function Venue 56 Duncraig Road Applecross WA 6153

YOUR VOTE IS IMPORTAnT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTInG ELIGIBILITY

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 at 5.00pm (WST) on Tuesday 20 November 2012.

VOTInG In PERSOn

To vote in person, attend the Annual General Meeting at the time, date and place set out above.

VOTInG BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company’s members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

  • the proxy is not recorded as attending the meeting;

  • the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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MINERAL RESOURCES LIMItEd Notice of Meeting 2012

Business of the Meeting

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 2012 together with the declaration of the Directors, the Directors’ report, the remuneration report and the auditor’s report.

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 2012.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

VOTInG PROhIBITIOn STATEMEnT:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

(b) a Closely Related Party of such a member.

However, a person described above may vote on this Resolution if:

(c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and

(d) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

rESOluTION 2 – DIvIDEND

To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution :

“That the interim dividend of 16.0 cents per share, paid on 5 April 2012 and the final dividend for 2011/12 of 30.0 cents per share, declared by Directors on 16 August 2012, payable on 26 October 2012 for all shareholders of record on 21 September 2012 be ratified.”

rESOluTION 3 – rE-ElECTION Of DIrECTOr – Mr jOE rICCIarDO

Mr Joe Ricciardo, a director of the Company, retires from office by rotation in accordance with clause 13.2 of the Company’s constitution and, being eligible, offers himself for re-election.

The following resolution be put as an ordinary resolution :

“That, Mr Joe Ricciardo, being a director of the Company, who retires at this seventh Annual General Meeting in accordance with clause 13.2 of the Company’s constitution, and being eligible, be re-elected.”

DATED: 17 OCTOBER 2012

BY ORDER OF THE BOARD

MR Bruce Goulds COMPAnY SECRETARY

2 MINERAL RESOURCES LIMItEd Notice of Meeting 2012

Explanatory Statement

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. fINaNCIal STaTEMENTS aND rEpOrTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2012 together with the declaration of the Directors, the Directors’ report, the remuneration report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at http://www.mineralresources.com.au.

2. rESOluTION 1 – aDOpTION Of rEMuNEraTION rEpOrT

2.1 GEnERAL

The Corporations Act requires that at a listed company’s Annual General Meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

Under changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on a Remuneration Report are voted against adoption of the Remuneration Report at an Annual General Meeting, and then again at the following Annual General Meeting (Following AGM), the Company will be required to put to Shareholders a resolution at the Following AGM proposing the calling of an extraordinary general meeting to consider the appointment of Directors of the Company ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the Following AGM. All of the Directors who were in office when the Company’s Directors’ report (as included in the Company’s annual financial report for the financial year ended immediately before the Following AGM) was approved, other than the Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or reelection as Directors is approved will be the Directors of the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the financial report of the Company for the financial year ending 30 June 2012.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

2.2 PROXY RESTRICTIOnS

Pursuant to the Corporations Act, if you elect to appoint the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or any Closely Related Party of that member as your proxy to vote on this Resolution 1, you may direct the proxy how they are to vote. Where you do not direct the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or Closely Related Party of that member on how to vote on this Resolution 1, the proxy may exercise the proxy vote even though it is connected directly or indirectly with the remuneration of the Chairman or Key Management Personnel.

3. rESOluTION 2 – DIvIDEND

To ratify the interim dividend for 2011/12 of 16.0 cents per share and the final dividend for 2011/12 of 30.0 cents per share as recommended by Directors.

It is currently the Directors policy to pay a minimum of 50% of annual after tax operating profits to shareholders by way of dividend. The distribution of dividends is in accordance with this policy.

4. rESOluTION 3 – rE-ElECTION Of DIrECTOr – Mr jOE rICCIarDO

Clause 13.2 of the Constitution requires that if the Company has three or more Directors, one third (or the number nearest onethird) of those Directors must retire at each Annual General Meeting, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Company currently has five Directors (including the Managing Director) and accordingly one must retire.

A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.

Mr Joe Ricciardo retires by rotation and, being eligible, offers himself for re-election.

MINERAL RESOURCES LIMItEd Notice of Meeting 2012 3

Glossary

$ means Australian dollars.

Annual General Meeting or Meeting means the meeting convened by the Notice.

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.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;

(b) a child of the member’s spouse;

(c) a dependent of the member or the member’s spouse;

(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

(e) a company the member controls; or

(f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company means Mineral Resources Limited (ACN 118 549 910).

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.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of Annual General Meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s financial report for the year ended 30 June 2012.

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.

WST means Western Standard Time as observed in Perth, Western Australia.

4 MINERAL RESOURCES LIMItEd Notice of Meeting 2012

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Mineral Resources Limited ABN 33 118 549 910

1 Sleat Rd, Applecross, Western Australia 6153 P +61 8 9329 3600 F +61 8 9329 3601 www.mineralresources.com.au