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PATERSON RESOURCES LTD AGM Information 2010

Oct 25, 2010

65618_rns_2010-10-25_2222243d-e4b3-4095-82f4-a423546896a2.pdf

AGM Information

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UNITED OROGEN LIMITED

ABN 45 115 593 005 of 113 Mackie Street, Victoria Park WA 6100

Circular to Shareholders

including NOTICE OF GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM

Annual General Meeting of United Orogen Limited

to be held at The Novotel Perth Langley Hotel, 221 Adelaide Terrace, Perth, Western Australia on the 30th day of November 2010 commencing at 1:30 pm (WST).

This document should be read in its entirety. If after reading this Circular to Shareholders, you have any questions or doubts as to how you should vote, you should contact your stockbroker, solicitor, accountant or professional adviser.

Corporate Directory

Directors Dr Zhukov (Zeke) Pervan MB,BS(WA), F.R.A.C.G.P., F.A.I.C.DChairman
William Edwin Bannister MSc, AWASMManaging Director
John Karajas BSc (Hons) MAIGDirector
David Zohar BSc DipEdDirector
Company Secretary Mark Killmier MBA (UWA), FCPA, GDCorpGovASXLE, B.Ec(Adel)
Head Office 113 Mackie StreetVICTORIA PARK WESTERN AUSTRALIA 6100Phone:(08) 9361 7311Fax:(08) 9361 7366Website:www.uog.com.au
Registered Office Level 7231 Adelaide TerracePERTH WESTERN AUSTRALIA 6000
Auditors BDO Kendalls Audit and Assurance (WA) Pty LtdLevel 8, 256 St Georges TerracePERTH WESTERN AUSTRALIA 6000
Solicitors Lawton GillonLevel 11, 16 St Georges TerracePERTH WESTERN AUSTRALIA 6000
Share Registry Computershare Investor Services Pty LtdLevel 2, 45 St Georges TerracePERTH WESTERN AUSTRALIA 6000
ASX Code UOG

Notice of Annual General Meeting

NOTICE IS GIVEN THAT a General Meeting of the Company will be held at the Novotel Perth Langley Hotel, 221 Adelaide Terrace, Perth, Western Australia on the 30th day of November 2010 commencing at 1:30pm (WST).

AGENDA

ORDINARY BUSINESS

Accounts and Reports

To receive and consider the balance sheet, income statement, statements of changes in equity and cash flows, and the reports of the directors and of the auditors for the year ended 30 June 2010.

1. Resolution 1 - Remuneration Report

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

"To adopt the Remuneration Report, which forms part of the Director's Report, for the year ending 30 June 2010."

The vote on this resolution is advisory only and does not bind the directors of the Company.

2. Resolution 2 - Election of Noel Taylor as a Director

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

"That Mr Taylor, who offers himself for election, and being eligble, be and is hereby elected as a director of the Company."

3. Resolution 3 - Re-election of John Karajas as a Director

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

"That Mr Karajas, who retires by rotation in accordance with the Company's constitution, and being eligible, offers himself for re-election, be and is hereby re-elected as a director of the Company."

SPECIAL BUSINESS

  1. Resolution 4 – To accept the resignation of current Auditor's resignation and appoint Rothsay as Auditor of United Orogen Ltd

To consider and if thought fit, pass with or without amendment the following resolution as an special resolution:

"To accept the current auditor's resignation and appointment Rothsay as auditor of United Orogen Ltd."

Notice of Annual General Meeting (Cont.)

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

"Snap-Shot" Time

The Corporations Act permits the Company to specify a time, not more than 48 hours before the meeting, at which a "snap-shot" of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the meeting.

The Company's directors have determined that all shares of the Company that are quoted on ASX at 1:30 pm WST, 26 November 2010 shall, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the shares at that time.

PROXIES

Please note that:

  • (a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;
  • (b) a proxy need not be a member of the Company; and
  • (c) a member of the Company 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 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.

DATED: 26 October 2010 BY ORDER OF THE BOARD

Mark Killmier Company Secretary United Orogen Limited

Explanatory Memorandum

This Explanatory Memorandum is intended to provide shareholders with sufficient information to assess the merits of the resolutions contained in the accompanying Notice of Annual General Meeting of the Company.

The Directors recommend that shareholders read this Explanatory Memorandum in full before making any decision in relation to the resolution.

RESOLUTION 1 - ADOPTION OF THE REMUNERATION REPORT

The Remuneration Report is in the Directors Report section of the Company's Annual Report.

By way of summary, the Remuneration Report:

  • a) explains the Company's remuneration policy and the process for determining the remuneration of its directors and executive officers;
  • b) addresses the relationship between the Company's remuneration policy and the Company's performance; and
  • c) sets out remuneration details for each Director and each of the Company's executives and group executives named in the Remuneration Report for the financial year ended 30 June 2010.

The Directors recommend that Shareholders vote in favour of Resolution 1. Sections 249L(2) and 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted. The vote on this resolution is advisory only, however, and does not bind the Board or the Company. The Chairman will give Shareholders a reasonable opportunity to ask questions about or to make comments on the Remuneration Report.

RESOLUTION 2 – ELECTION OF A DIRECTOR

A summary of Mr Taylor's qualifications and experience is provided below.

Noel Taylor - BSc MAusIMM MAIG

Mr. Taylor is a Geologist with over 30 years experience in the Mining and Exploration industry which includes Australia, Africa and Europe. He has held senior posts with both junior explorers and major mining companies including MIM, Sons of Gwalia and Rand Mines in South Africa. Mr. Taylor was Managing Director of Balkans Gold Ltd; an ASX listed junior exploring Europe and was a Director of Bronzewing Gold NL an unlisted West Australian junior exploring the goldfields.

RESOLUTION 3 – RE-ELECTION OF DIRECTOR

A summary of Mr Karajas' qualifications and experience is provided below:

Mr John Karajas - BSc (Hons) MAIG MPESA

Mr Karajas is an exploration geologist with over 30 years of experience in both the mining and oil industries. After graduating from the University of Western Australia with a BSc (Hons) in 1970, he gained his grounding in the mining industry by working for mining companies, Falconbridge, Anaconda and Hanna Mining. This period extended through to 1982 and was predominantly spent in Western Australia but included three years in Mt Isa. Commodities explored for include nickel, copper/lead/zinc, gold, phosphate, taconitic iron ore, tin/tantalite and lignite/oil shale. Between 1982 and 1985 he gained his initial experience in oil exploration by working for Eagle Corporation and IEDC (Australia). This period was spent in working on sedimentary basins in Western Australia and included basin studies, well-site geology, and other duties related to oil and gas exploration. From 1986 onwards, he has worked predominantly as a consultant/contract geologist for a wide range of mining and oil industry clients, both within Australia and abroad. Periods of a more managerial nature have included:

1989 – 1991 Technical Director of King Mining Ltd

1992 – 1995 Technical Director of Omega Oil NL

1996 – 1997 Exploration Vice President of Icelandic Gold Corporation

He is currently a Member of the Australian Institute of Geoscientists.

Mr Karajas has held a directorship over the past three years in the listed public company, Red River Resources Limited.

Explanatory Memorandum (Cont.)

RESOLUTION 4 - TO ACCEPT THE RESIGNATION OF CURRENT AUDITOR'S RESIGNATION AND APPOINT ROTHSAY AS AUDITOR OF UNITED OROGEN LIMITED

BDO Audit (WA) Pty Ltd has acted as auditor of the Company in financial year 2010. The Board sought the resignation of BDO Audit (WA) Pty Ltd due to delays in the completion of audits of the Company and its related Companies over the past three years.

Rothsay, Chartered Accountants, an audit firm specializing in the Resource sector and with offices in Perth and Sydney, have been nominated by one of the Company's members, Mr John Karajas, for appointment as auditor of the Company. In accordance with section 328B of the Corporations Act 2001, a copy of the nomination is attached.

Rothsay, Chartered Accountants has given consent in writing to the Company to act as auditor of the Company. Accordingly, BDO Audit (WA) Pty Ltd is seeking the consent of ASIC to resign as auditor of the Company with effect from the end of the Annual General Meeting. A representatives of BDO Audit (WA) Pty Ltd will nevertheless be present at the Annual General Meeting to answer any queries you may have in relation to the conduct of the audit, the preparation and content of their report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and their independence in relation to the conduct of the audit.

The Board notes that that Rothsay is a well-established firm with the necessary expertise and qualifications to meet the Company's requirements.

If ASIC does not consent to BDO Audit (WA) Pty Ltd's resignation as auditor of the Company.

RESOLUTION 4 - AUDITOR PROFILE

Rothsay, Chartered Accountants, with offices in Perth and Sydney, has positioned itself as one of Australia's top boutique audit firms specializing in the Resources sector.

RESOLUTION 4 - AUDITOR RESOLUTION – RECOMMENDATION

The Directors, unanimously recommend that Shareholders accept the resignation of BDO Audit (WA) Pty Ltd and vote in favour of Resolution 4.

Enquiries - Shareholders are invited to contact Mr Mark Killmier, Company Secretary, on 0414 605 833 if they have any queries in respect of the matters set out in these documents.

Glossary

"ASX" means ASX Limited;

"Board" means the board of directors of the Company;

"Corporations Act" means the Corporations Act 2001 (Cth);

"Company" or "United Orogen" means United Orogen Limited ABN 45 115 593 005;

"Directors" means Directors of the Company;

"Explanatory Memorandum" means this information attached to the Notice, which provides information to Shareholders about the resolutions contained in the Notice; and

"Notice" means the notice of meeting which accompanies this Explanatory Memorandum.

Annexure ANNEXURE LETTER: NOMINATION OF AUDITOR – JOHN KARAJAS UOG

Mr John Karajas c/- PO Box 3235 256 Adelaide Tce PERTH WA 6000

20th October 2010

STRICTLY PRIVATE AND CONFIDENTIAL

Company Secretary United Orogen Ltd 7/231 Adelaide Tce Perth WA 6000

Dear Sirs

John Karajas, pursuant to Section 328B of the Corporations Act 2001, in my capacity as a member of United Orogen Ltd, hereby give notice to United Orogen Ltd of nomination of Rothsay, Chartered Accountants, as auditor of United Orogen Ltd.

Yours faithfully

John Karajas

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CIRCULAR TO SHAREHOLDERS 2010 8

Signature Signature Signature
or in the case of a company Date
The COMMON SEAL of the company is affixed in accordance withits constitution in the presence of:/Executed by the company by its dulyauthorised officers in accordance with sub-section 127(1) of the CorporationsAct 2001:* ))))
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������������������������������������������������������������������������������������������������������������������������ Name of Director (Print)
������������������������������������������������������������������������������������������������������������������������ Signature of Director/Secretary
������������������������������������������������������������������������������������������������������������������������ Name of Director/Secretary (Print)
or signed by ����������������������������������������������������������������������������������������������������* delete as appropriate under Power of Attorney on behalf of the company.

Proxy Form (Cont.)

4 PROXY'S VOTING INSTRUCTIONS (OPTIONAL)» FOR AGAINST ABSTAIN PROXY'SDISCRETION
1. Remuneration report
2. Election of Noel Taylor
3. Re-election of John Karajas
4. To accept the resignation of current Auditor'sresignation and appoint Rothsay as Auditor ofUnited Orogen Ltd

If you wish to direct your proxy how to vote, place a mark on the appropriate box. If a mark is placed in a box, your total shareholding will be voted in that manner. You may, if you wish, split your voting direction by inserting the number of shares you wish to vote in the appropriate box. The direction will be invalid if a mark is made against more than one box for a particular item, or, if you have split your direction, if the total shareholding shown in "FOR", "AGAINST", "ABSTAIN" and "PROXY'S DISCRETION" boxes is more than your total shareholding on the share register. Each person who attends the meeting is entitled to one vote only on a show of hands. A person who holds proxies for more than one shareholder cannot vote on a show of hands if he or she holds proxies directing him or her to vote both for and against a resolution.

5 APPOINTMENT OF A SECOND PROXY (OPTIONAL)

If you want to appoint two proxies you may state here the percentage of your voting rights applicable to this proxy form. If you do not specify a particular percentage, each proxy is entitled to exercise 50% of your voting rights applicable to this proxy form.

A shareholder is entitled to appoint up to two persons (whether shareholders or not) to attend the meeting and vote as proxies. If you wish to appoint two proxies please either photocopy the proxy form or telephone Melissa Greer on + 618 9225 4824 to obtain a second form. Both forms should be completed with the nominated percentage of your voting rights on each form. Please return the proxy forms together.

Important Information

Deadline for Receipt of proxies To be effective, a completed proxy form together with the power of attorney (if any) under which it is signed, must be received by the Company at its registered office or Company office, Level 7, 231 Adelaide Terrace, Perth not less than 48 hours before the appointed time of the General Meeting ie. no later than 1:30 pm WST on 26 November 2010.

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Destination of Completed Proxy Form Once the Proxy Form is completed and all details checked by you, the form is to be posted to PO Box 3235, 256 Adelaide Terrace, Perth WA 6832 or delivered to the Company's office at Level 7, 231 Adelaide Terrace, Perth WA 6000 or sent by facsimile to the Company's office on + 618 9225 6474.

For Further Information If you need any further information about this form or attendance at the Company's Annual General Meeting, please contact Melissa Greer on + 618 9225 4824.