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RAGUSA MINERALS LTD — AGM Information 2012
Nov 14, 2012
65664_rns_2012-11-14_752a287b-5ff1-4269-834d-edb0cae299c3.pdf
AGM Information
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ABN 39 143 194 165
Level 2, 350 George Street SYDNEY, NSW 2000
PO Box R1695 Royal Exchange NSW 1225
Telephone: (612) 9080 2377 Facsimile: (612) 9080 2378
Email: [email protected] Website: www.aurorafunds.com.au
10 October 2012
Dear Shareholder
I am pleased to invite you to the Annual General Meeting ("AGM") of Aurora Funds Limited (the "Company"), which will take place at 11.00am (Sydney time) on Thursday 15 November 2012, at Level 2, 350 George Street, Sydney New South Wales.
Enclosed is the Notice of Meeting, setting out the items of business and a Proxy Form for your attention. If you decide to attend the meeting, please bring this letter with you to facilitate registration at the meeting.
You may submit questions in advance of the meeting by emailing [email protected].
If you are unable to attend the meeting, you may appoint a proxy. You can do this by completing and returning the enclosed Proxy Form to the Company's Share Registrar, or faxing it to 1300 653 459. Your Proxy Form must be received by no later than 11.00am (Sydney time) on Tuesday 13 November 2012.
Corporate shareholders may appoint an individual representative to attend the AGM on the corporate entity's behalf. Such representative must bring to the AGM, their authority of appointment. An "Appointment of Corporate Representative" Form is available from the Company's Share Registrar at www.boardroomlimited.com.au.
Yours faithfully Aurora Funds Limited
Richard Matthews Secretary
NOTICE OF MEETING & EXPLANATORY MEETING
Notice is given that the Annual General Meeting ("AGM") of Aurora Funds Limited (the "Company") will take place at 11.00am (Sydney time) on Thursday 15 November 2012, at Level 2, 350 George Street, Sydney NSW.
The following business will be conducted.
1. Chairman & Managing Director's Address
2. Financial and statutory reports (Resolution 1)
To receive and consider the financial report of the Company, and the reports of the Directors and of the auditor, for the year ended 30 June 2012.
Note: This matter is not voted on.
3. Adoption of remuneration report (Resolution 2)
To consider and, if thought fit, to pass the following resolution:
"That the remuneration report of the Company for the year ended 30 June 2012 is adopted."
Note: This matter is a non-binding vote. Key management personnel (which includes the directors) and their closely related parties are excluded from voting their own holdings on the Remuneration Report. Nevertheless, the Chairman will cast undirected proxies in favour of the Resolution.
4. Re-election of a Director (Resolution 3)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That John Corr, retiring from the office of Director in accordance with ASX Listing Rule 14.4 and clause 20.3 of the Company's Constitution and being eligible, is re-appointed as a Director of the Company."
5. Re-election of a Director (Resolution 4)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Alastair Davidson, retiring from the office of Director in accordance with ASX Listing Rule 14.4 and clause 20.3 of the Company's Constitution and being eligible, is re-appointed as a Director of the Company."
Material accompanying this notice
(1) The Annual Financial Report, Directors' Report and Independent Auditor's Report, unless any Shareholder has notified the Company otherwise. These reports are also available on the Company's website at www.aurorafunds.com.au;
(2) Explanatory Memorandum setting out details relevant to the business set out in this Notice; and
(3) Proxy Form and Appointment of Corporate Representative.
By order of the Board
Richard Matthews Secretary 10 October 2012
EXPLANATORY MEMORANDUM
These Explanatory Notes are included in and form part of the notice of annual general meeting dated 10 October 2012.
Financial and statutory reports
As required by the Corporations Act, the Annual Financial Report, Directors' Report and Auditor's Report of the Company and the Company's controlled entities for the most recent financial year will be laid before the AGM. These reports are also available on the Company's website www.aurorafunds.com.au
Neither the Corporations Act, nor the Company's Constitution, requires a vote of Shareholders on these reports. However, shareholders attending the AGM will be given a reasonable opportunity:
- (a) to ask questions about or make comments on the management of the Company; and
- (b) if the Company's auditor or their representative is at the meeting, to ask the auditor or the auditor's representative questions relevant to:
- the conduct of the audit;
- the preparation and content of the auditor's report;
- the accounting policies adopted by the Company in relation to the preparation of financial statements; and
- the independence of the auditor in relation to the conduct of the audit.
A shareholder of the Company who is entitled to cast a vote at the AGM may submit a written question to the auditor if the question is relevant to:
- (a) the content of the auditor's report to be considered at the AGM; or
- (b) the conduct of the audit of the annual financial report to be considered at the AGM.
A question may be submitted by giving the question to the Company no later than the fifth business day before the day on which the AGM is held, which the Company will then pass on to the auditor. The Company will allow a reasonable opportunity for the auditor or their representative to answer the written questions submitted to the auditor.
Copies of a list prepared by the auditor of shareholder questions that the Company has passed on to the auditor and that the auditor considers relevant to the matters specified above, will be reasonably available to shareholders attending the AGM.
Adoption of remuneration report
In accordance with Section 250R(2) of the Corporations Act, the Company must put a resolution that the Remuneration Report be adopted to vote at the Annual General Meeting. The vote on Resolution 2 is advisory only and does not bind the Directors or the Company. The Remuneration Report includes all of the information required by Section 300A of the Corporations Act, including:
- a) board policy for determining, or in relation to, the nature and amount (or value, as appropriate) of remuneration of Directors, secretaries and senior managers of the Company;
- b) discussion of the relationship between such policy and the Company's performance; and
- c) the prescribed details in relation to the remuneration of each Director and certain executives.
A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.
Re-election of a Director
Mr John Corr is an executive director and company secretary, and was appointed to the Board on 19 April 2010. He has over 25 years' experience in in proprietary trading, trading local and overseas equities and equity derivatives, and the management and development of a team of equity proprietary traders.
Re-election of a Director
Mr Alastair Davidson is an executive director of the Company, and was appointed to the Board on 19 April 2010. He has over 28 years' experience in senior executive roles in the United Kingdom, United States and Australian banking and financial services industries.
INFORMATION FOR SHAREHOLDERS
Entitlement to attend and vote at the AGM
The Company has determined that for the purposes of ascertaining entitlements to attend and vote at the AGM, the shares in the Company on issue as at 7:00pm Sydney time on Tuesday, 13 November 2012, will be taken for the purpose of the AGM, to be held by the persons who hold them as registered members ("shareholders") at that time.
Proxies
A shareholder who is entitled to attend and vote at the AGM may appoint a proxy to attend and vote at the AGM on the shareholder's behalf. A proxy may be an individual or body corporate and is not required to be a shareholder of the Company. A shareholder who is entitled to cast two or more votes at the AGM may appoint two proxies and may specify the percentage or number of votes each proxy is appointed to exercise. Where a shareholder appoints two proxies but does not specify the percentage or number of votes each proxy may exercise, each proxy may exercise half of the appointing shareholder's votes. Fractions of votes will be disregarded.
A shareholder may direct the shareholder's proxy how to vote on the proposed resolutions by following the instructions on the Proxy Form that accompanies this Notice of Meeting. If the shareholder appointing the proxy directs the proxy on how to vote on a proposed resolution, then the proxy may only vote in the way directed. If the shareholder does not direct the proxy on how to vote on a proposed resolution, then the proxy may vote on that resolution as the proxy thinks fit.
If you wish to appoint a proxy, you can do this by completing and returning the enclosed Proxy Form to the Company's Share Registrar, or faxing it to +612 9290 9655. The Proxy Form must be received by no later than 11.00am (Sydney time) on Tuesday 13 November 2012.
Corporate Representatives
A body corporate that is a shareholder, or that has been appointed as a proxy of a shareholder, may appoint an individual to act as its representative at the AGM. The appointment must comply with the requirements of section 250D of the Corporations Act 2001 (Cth). An "Appointment of Corporate Representative" Form is available from the Company's Share Registrar (telephone 1300 737 760), or online at www.boardroomlimited.com.au. The representative must bring to the AGM the completed form, or evidence of his or her appointment (including the authority under the appointment is signed).
Shareholder Questions
Questions that are relevant to the business of the AGM (as outlined in this Notice of Meeting and Explanatory Memorandum), and to be addressed at the AGM, can be emailed to [email protected].

FOR ALL ENQUIRIES CALL: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600
FACSIMILE +61 2 9290 9655
ALL CORRESPONDENCE TO:
Boardroom Ptv Limited GPO Box 3993 Sydney NSW 2001 Australia

Your Address
This is your address as it appears on the company's share register. If this is incorrect, please mark the box with an "X" and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.
YOUR VOTE IS IMPORTANT
FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 11.00AM (AEST) TUESDAY 13TH NOVEMBER 2012
TO VOTE ONLINE
Reference Number:
Please note it is important you keep this confidential
STEP 1: VISIT www.boardroomlimited.com.au/vote/aurorafundsagm2012
STEP 2: Enter your holding/Investment type
STEP 3: Enter your Reference Number and VAC:
TO VOTE BY COMPLETING THE PROXY FORM
STEP 1 Appointment of Proxy
Indicate here who you want to appoint as your Proxy
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.
Proxy which is a Body Corporate
Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an "Appointment of Corporate Representative® prior to admission. An Appointment of Corporate Representative form can be obtained from the company's securities registry.
Appointment of a Second Proxy
You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's securities registry or you may copy this form.
To appoint a second proxy you must:
- complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
- (b) return both forms together in the same envelope.
STEP 2 Voting Directions to your Proxy
You can tell your Proxy how to vote
To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
STEP 3 Sign the Form
The form must be signed as follows:
Individual: This form is to be signed by the securityholder.
Joint Holding: where the holding is in more than one name, all the securityholders must sign.
Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Atlomey to this form when you return it.
Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.
STEP 4 Lodgement of a Proxy
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting being 11.00am (AEST) on Tuesday, 13th November 2012. Any Proxy Form received after that time will not be valid for the scheduled meeting.
Proxies may be lodged using the reply paid envelope or:
- Share Registry Boardroom Pty Limited, GPO Box 3993, **BY MAIL -**Sydney NSW 2001 Australia
- BY FAX -+ 61 2 9290 9655
- IN PERSON Share Registry Boardroom Pty Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia
Vote online at:
www.boardroomlimited.com.au/vote/aurorafundsagm2012 or turnover to complete the Form $\rightarrow$
Attending the Meeting
If you wish to attend the meeting please bring this form with you to assist registration.

STEP 1 - Appointment of Proxy
I/We being a member/s of Aurora Funds Limited and entitled to attend and vote hereby appoint
| the Chairman ofthe Meeting۱D(mark with ann. | |
|---|---|
| ------------------------------------------------------------- | -- |
If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as mylour proxy at the Annual General Meeting of Aurora Funds Limited to be held at Level 2, 350 George Street, Sydney, NSW 2000 on Thursday the 15th of November 2012 at 11.00am (AEST) and at any adjournment of that meeting, to act on mylour behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.
If the Chairman of the Meeting is appointed as your proxy or may be appointed by default, and you do not wish to direct your proxy how to vote in respect of resolution 2, please mark this box. By marking this box, you acknowledge that the Chairman of the Meeting may vote as your proxy even if he has an interest in the outcome of the resolution and votes cast by the Chairman of the Meeting for those resolutions, other than as proxy holder, will be disregarded because of that 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 on the resolution and your votes will not be counted in calculating the required majority if a poll is called. By marking this box I/we acknowledge the Chairman of the Meeting can exercise my/our proxy even though he has an interest in the outcome of the resolution and unless a specific voting direction has been specified below, the Chairman of the Meeting is directed to vote in accordance with his voting intention as set out below.
The Chair will vote all undirected proxies in favour of resolution 2.
STEP 2 - Voting directions to your Proxy - please mark 図 to indicate your directions
Ordinary Business
To receive and consider the financial report of the Company, and the reports of the Resolution 1 Directors and of the auditor, for the year ended 30 June 2012
- Resolution 2 To adopt the Remuneration Report
- Resolution 3 To re-elect John Corr as a Director
- Resolution 4 To re-elect Alastair Davidson as a Director

In addition to the intentions advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business. *If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poil and your votes will not be counted in computing the required majority on a poll.
STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
| Individual or Securityholder 1 | Securityholder 2 | Securityholder 3 |
|---|---|---|
| Sole Director and Sole Company Secretary | Director | Director/Company Secretary |
| Contact Name | Contact Daytime Telephone | / 2012Date |