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OLDFIELDS HOLDINGS LIMITED AGM Information 2009

Nov 30, 2009

65490_rns_2009-11-30_2a5a6e4f-7c30-4733-a9dc-ce385460e1da.pdf

AGM Information

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==> picture [159 x 47] intentionally omitted <==

OLDFIELDS HOLDINGS LIMITED

ACN: 000 307 988

PO BOX 1613, CAMPBELLTOWN NSW 2560 Telephone: 02 4627 0777 Facsimile: 02 46 27 0888

ASX ANNOUNCEMENT

OLDFIELDS HOLDINGS LIMITED Minutes of the

50[th] ANNUAL GENERAL MEETING of OLDFIELDS HOLDINGS LIMITED held at the Registered Office of the company, 8 Farrow Road, Campbelltown, NSW, at 11.30 AM on Friday 27[th] November 2009.

PRESENT : C C HEXT NON-EXECUTIVE DIRECTOR/CHAIRMAN A MANKARIOS CHIEF EXECUTIVE OFFICER T D J LOVE NON-EXECUTIVE DIRECTOR G J GUILD COMPANY SECRETARY ATTENDEES : 12 Shareholders As per Attendance Register. 1 Auditor HALL CHADWICK PARTNER, D. TOWNSEND APOLOGIES : NIL

MEETING OPENED :

The Chairman declared the meeting open at 11.32 AM, with a Quorum of Members present, thanked the Members for their attendance and confirmed that all present had signed the Attendance Register.

CHAIRMAN’S ADDRESS :

Our Chairman, Mr. C. C. Hext, addressed the meeting commenting on the Company’s past year’s performance and strategy going forward. Mr. Hext acknowledged the efforts of our recently retired Chairman and Director Mr. John Westwood, a Board Member since 2001 and Chairman since 2002. He thanked Mr Westwood for the tremendous effort he had put into the Role over the last eight years and looked forward to an ongoing relationship with Mr. Westwood who remains one of the company’s largest Shareholders.

He assured Shareholders that the Board remains focused in achieving the best possible future outcome for the company and its employees. To that end, the Board had also recently appointed an independent firm to assist in preparing a strategic plan for the Group’s future.

He discussed the results of the Company’s recent Capital Raising and that the Funds raised were used to retire some debt and to provide some additional Working Capital. He noted that the Rights Issue was undersubscribed and that the Board was seeking to place the remaining shortfall with one or more sophisticated or institutional investors. He stated that the Company was also attempting to sell certain assets to raise additional funds and that to date a conditional offer had been made to purchase our St Marys property and other negotiations were in place for the prospective sale of our Prestons property.

CEO/MANAGING DIRECTOR’S REPORT :

Our Managing Director, Mr. A Mankarios, echoed Mr. Hext’s sentiments to our outgoing Chairman and noted that he had been instrumental in the disposal of the Ladder factory and in the re-structure of the Group to date and in several recent acquisitions.

He addressed his fellow Shareholders on events at our company during the 2009 Year, the Group’s 93[rd] year of trading and its 50[th] year as a listed Public Company.

He reinforced the Chairman’s Address reflecting on the increase of the Group’s Revenue in the year of 12.3%. He commented that the year had been one of the most difficult in the company’s trading history with the onset of the Global Financial Crisis and to combat this during the year we had rationalized sites, closed display centres and merged certain operations.

He noted that the result for the year was a Loss of $6.2 Million due to the adverse effects of non-recurring and one-off charges including non-cash asset impairments caused by the write-down of Intangibles associated with acquisition Goodwill, impaired as per Current Australian Accounting Standards.

He commented that the current trading environment remains challenging, but that the company had been asked to submit for certain very large tenders in a number of Divisions.

In the circumstances, the Company will not pay a final dividend this year.

Certain questions were raised from the floor :

  • regarding the Company’s ongoing financial position. The Chairman advised that the Company has engaged external accountants to advise the Board going forward.

  • regarding notifications to the ASX Website. The Company Secretary advised that all required Notices had been lodged and acknowledged by the ASX.

There were no further questions from the floor at this point of time.

NOTICE OF MEETING :

IT WAS RESOLVED that the Notice of Meeting forming part of the 50[th] Annual Report previously circulated to members be taken as read.

MINUTES OF THE 2008 ANNUAL GENERAL MEETING

The Chairman advised the Meeting that the Minutes of the 49[th] Annual General Meeting held on Friday, 21st November, 2008 at 4.30PM were available for Shareholders’ perusal and copies were available at this meeting and had been circulated to attendees.

The minutes were taken as read.

AGENDA ITEMS FOR RESOLUTION AS PER NOTICE OF ANNUAL GENERAL MEETING Total number of issued shares at date of 2009 AGM : 18,107,833. Number of shares held by attendees and proxies held by Chairman : 6,857,979 representing : 38.08% of the Company’s Issued Capital.

1. ADOPTION OF FINANCIAL REPORT

The Chairman moved that the 50th Annual Report with the Directors and Auditors Reports therein for the Year Ended 30[th] June, 2009 be received as read.

After some discussion from the floor, the Chairman then moved the vote and IT WAS RESOLVED that the Annual Report containing the Statements of Financial Performance, Financial Position, Cash Flows and Notes to the Financial Statements, together with the Directors’ and Auditor’s Reports be adopted.

Moved by David Toland. Seconded by Marilyn Hext. Carried on a show of hands.

2. DIRECTORS

The Chairman handed the Election of Mr Christopher Hext to the Board over to the CEO/Managing Director who thanked Mr Hext for his great ongoing contribution to the development of the company over a number of years. IT WAS RESOLVED that Mr Chris Hext be re-elected as a Director for a further period of 3 years in accordance with the Company’s Constitution and Listing Rule 14.4.

Moved by Ray Titman. Seconded by Paul Camillos. Carried on a show of hands.

The Chairman then thanked Mr Tom Love who had previously reached Board Retirement Age for his great ongoing contribution to the development of the company over many, many years through various long and several difficult times and his sincere determination to see the company develop in accordance with the current Board’s vision.

IT WAS RESOLVED that Mr Tom Love be re-elected as a Director for a further period of 1 year in accordance with the Company’s Constitution and Listing Rule 14.4.

Moved by Maurie Abbott. Seconded by Rat Titman. Carried on a show of hands.

3. DIRECTORS’ REMUNERATION REPORT

The Chairman raised the matter of the Company’s Directors’ Remuneration Report and that it should be adopted Moved by Lewis Timms. Seconded by Maurie Abbott. Carried on a show of hands.

GENERAL BUSINESS :

The Chairman invited questions from members at the meeting.

Several questions were put to the Board by shareholders and answered or taken on board.

CLOSURE :

The Chairman then asked the meeting for any further business which members wished to raise in accordance with the Constitution or any further questions.

There being no further matters raised, the Chairman again thanked the Members for their attendance and declared the Meeting closed at 11.50 AM.

Gary Guild Company Secretary