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PRL GLOBAL LTD AGM Information 2008

Oct 26, 2008

65611_rns_2008-10-26_eb9ab1ea-eee2-465b-b60d-bd8dcce43c61.pdf

AGM Information

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CI RESOURCES LIMITED

A C N 0 0 6 7 8 8 7 5 4

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at the Grand Millennium, 160 Jalan Bukit Bintang, Kuala Lumpur, Malaysia on Friday 28 November 2008 at 10.00 am.

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

The Company’s 2008 Annual Report can be accessed on the Company’s website at www.ciresources.com.au or alternatively by requesting a hard copy from the Company Secretary.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 8 9485 7222.

CI RESOURCES LIMITED

ACN 006 788 754

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of the Company will be held at the Grand Millennium, 160 Jalan Bukit Bintang, Kuala Lumpur, Malaysia on Friday 28 November 2008 at 10.00 am, ("Meeting").

The Proxy Form forms part of this Notice of Annual General Meeting ("Notice").

The Directors have determined pursuant to regulation 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders of the Company at 10.00 am on 26 November 2008.

AGENDA

ORDINARY BUSINESS

Financial Report

To receive the Financial Report of the Company for the six month period ended 30 June 2008 together with the Directors' Report in relation to that financial year and the Auditor's Report on the Financial Report.

1. Directors’ and Key Management Personnel Remuneration

To consider, and if thought fit, pass as an ordinary non-binding resolution the following:

"That the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum."

2. Re-election of a Director – Mr Clive Brown

To consider, and if thought fit, pass as an ordinary resolution the following:

"That Mr Clive Brown retires in accordance with the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director.”

CI RESOURCES LIMITED

ACN 006 788 754

3. Election of a Director – Mr Phua Siak Yeong

To consider, and if thought fit, pass as an ordinary resolution the following:

"That Mr Phua Siak Yeong, having been nominated by a member of the Company, and having consented to act, be elected a Director of the Company."

4. Election of a Director – Mr David Somerville

To consider, and if thought fit, pass as an ordinary resolution the following:

"That Mr David Somerville, having been nominated by a member of the Company, and having consented to act, be elected a Director of the Company."

5. Remuneration of Non-executive Directors

To consider, and if thought fit, pass as an ordinary resolution the following:

"That for all purposes, the maximum aggregate remuneration payable to Directors as Directors’ fees in any financial year be increased by $150,000 to $400,000.”

Voting Exclusion

For the purposes of Listing Rule 10.17.1, the Company will disregard any votes cast on Resolution 4 by a Director or an associate of a Director.

However, the Company need not disregard a vote if:

  • (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

  • (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

CI RESOURCES LIMITED

ACN 006 788 754

Other Business

To transact any other business which may be properly brought before the meeting in accordance with the Company’s Constitution and the Corporations Act

By Order of the Board

==> picture [153 x 58] intentionally omitted <==

Janelle Burns Joint Company Secretary 27 October 2008

CI RESOURCES LIMITED

ACN 006 788 754

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting of the Company to be held at the Grand Millennium, 160 Jalan Bukit Bintang, Kuala Lumpur, Malaysia on Friday 28 November 2008 at 10.00 AM.

The purpose of this Explanatory Memorandum is to provide information which the Board believes is material to Shareholders in relation to the Resolutions. The Explanatory Memorandum explains the Resolutions and identifies the Directors’ reasons for putting them to Shareholders.

2. Resolution 1 – Directors’ and Key Management Personnel Remuneration

Pursuant to section 250R(2) of the Corporations Act the Company is required to put the Remuneration Report to the vote of Shareholders. The Annual Report for the six month period ended 30 June 2008 contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the Directors and other key management personnel.

The provisions of the Corporations Act provide that the vote is only an advisory vote of Shareholders. Resolution 1 is advisory only and does not bind the Directors of the Company. Of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report, however the board will take the outcome of the vote into consideration when considering the remuneration policy.

The Chairman of the Meeting will allow a reasonable opportunity for Shareholders as a whole to ask questions about, or make comments on the Remuneration Report.

The Company’s 2008 Annual Report can be accessed on the Company’s website at www.ciresources.com.au or alternatively by requesting hard copy from the Company Secretary.

CI RESOURCES LIMITED

ACN 006 788 754

3. Resolution 2 – Re-election of a Director – Mr Clive Brown

The Constitution requires that if and for so long as there are three or more Relevant Directors, one third of those Directors must retire at each AGM. If the number of Directors is not a multiple of three, then the next nearest whole number of relevant Directors must retire from office. The Constitution excludes the Managing Director.

The Constitution provides that a Director who retires is eligible for re-election.

Pursuant to the Constitution Mr Clive Brown and Mr Anthony Brennan will retire by rotation.

Mr Brown seeks re-election. A brief biography of Mr Brown is in the Annual Report.

Mr Brennan does not seek re-election and will cease to hold office at the conclusion of this meeting.

The Board supports the re-election of Mr Clive Brown.

4. Resolution 3 – Election of a Director – Mr Phua Siak Yeong

Mr Phua Siak Yeong graduated from the University Malaya with a first class honours degree in Chemical Engineering. He obtained his MBA from the same university in 1990. He worked at Esso Singapore after graduation and then as a Marketing Executive for Bulk Chemicals Sdn Bhd from 1979 to 1983. He joined the Hong Leong Group Malaysia in 1983, involved in motorcycle manufacturing. From 1994 to 1996 Mr Phua was posted to China to manage a motorcycle manufacturing joint venture. He returned to Malaysia in 1997 to head the motorcycle research and development company in Hong Leong Group. In 2002 he was transferred to MZ Motorrad Sdn Bhd to develop the MZ brand in Malaysia. Mr Phua retired in 2008 from Hong Leong Group and is currently employed in Chin Yang Hydro Power Co. in China.

The Board supports the election of Mr Phua Siak Yeong.

CI RESOURCES LIMITED

ACN 006 788 754

5. Resolution 4 – Election of a Director – Mr David Somerville

Mr Somerville has an accounting background having been a senior partner in a large Western Australian accounting practice, before establishing a financial services company which listed on the Australian Securities Exchange in 2007. He has over 20 years experience in a corporate capacity across a number of companies and a number of industry sectors including financial, resources and property development.

The Board supports the election of Mr David Somerville

6. Resolution 5 – Remuneration of Non-executive Directors

Listing Rule 10.17 and clause 22.1 of the Constitution of the Company provide that the maximum aggregate amount of the remuneration payable as directors’ fees to Nonexecutive Directors is to be determined by Shareholders at a general meeting.

In the event of the Company employing Executive Directors, payment would be by way of salary and other benefits, not directors’ fees. The remuneration which could be paid by the Company to Executive Directors is not included in the maximum aggregate amount of Directors’ fees for the purpose of this resolution.

It has been 5.5 years since Shareholders last approved an increase in Directors’ fees.

The current maximum aggregate amount is $250,000 per annum and includes Superannuation Guarantee contributions made by the Company in relation to nonexecutive Directors.

Resolution 4 seeks Shareholder approval to increase the maximum Directors’ fees payable to Non-executive Directors in each financial year to from $250,000 to $400,000 in aggregate, to be apportioned between them as determined by Board resolution.

The proposed increase will allow for all directors elected at the last Annual General Meeting to receive Directors’ fees at the same level as those directors already in place prior to the last Annual General Meeting.

The Directors recommend that Shareholders vote in favour of this resolution. All Directors and their associates are excluded from voting on this resolution.

CI RESOURCES LIMITED ACN 006 788 754

P R O X Y F O R M

The Company Secretary CI Resources Limited

By delivery: Level 2, 91 Havelock Street West Perth WA 6005

By post: By facsimile: PO Box 449 +61 8 9486 8700 Belmont WA 6984

I/We[1] _________________

of ________________

being a Shareholder/Shareholders of the Company and entitled to _______

votes in the Company, hereby appoint[2 ] ___________

or failing such appointment the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at the Grand Millennium, 160 Jalan Bukit Bintang, Kuala Lumpur, Malaysia on Friday 28 November 2008 at 10.00 am, and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes that this proxy is authorised to cast is * [ ]% of the Shareholder’s votes*/ [ ] of the Shareholder’s votes. (An additional Proxy Form will be supplied by the Company, on request).

INSTRUCTIONS AS TO VOTING ON THE RESOLUTION

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

For Against Abstain

Resolution 1 Directors’ and Key Management Personnel Remuneration Resolution 2 Re-election of a Director – Mr Clive Brown Resolution 3 Election of a Director – Mr Phua Siak Yong Resolution 4 Election of a Director – Mr David Somerville Resolution 5 Remuneration of Non-executive Directors

If the Chairman of the meeting is your proxy and you have not directed your proxy how to vote, please place a mark in this box. By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of the interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the meeting will not cast your votes and your votes will not be counted in computing the required majority if a poll is called on these items. The Chairman intends to vote undirected proxies in favour of all resolutions.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

Authorised signature/s This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Director Director/Company Secretary Secretary ____ ____ _____ Contact Name Contact Daytime Telephone Date

1Insert name and address of shareholder

2 Insert name and address of proxy

*Omit if not applicable

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a person or a corporation as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a corporation as the Shareholder’s proxy to attend and vote for the Shareholder at that meeting, the representative of the corporation to attend the meeting must produce the appropriate Certificate of Appointment of Representation prior to admission. A form of the certificate may be obtained from the Company’s share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received at Level 2, 91 Havelock Street, West Perth WA 6005, by post to PO Box 449, Belmont WA 6984 or by Facsimile +61 8 9486 8700 not less than 48 hours prior to the time of commencement of the Meeting (WST).