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SAVANNAH GOLDFIELDS LIMITED — AGM Information 2007
Oct 24, 2007
65880_rns_2007-10-24_1fa2586a-03af-4d24-8ad2-4dfa589dc314.pdf
AGM Information
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Renison Consolidated Mines NL ABN 75 003 049 714
Notice of Annual General Meeting and Explanatory Statement
Annual General Meeting to be held at PricewaterhouseCoopers Conference Centre, Level 2 Naldham House, 1 Eagle Street Brisbane, Queensland on Wednesday 28 November 2007 commencing at 1.30 pm
This Notice of Annual General Meeting and Explanatory Statement 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 without delay.
| Directors | Stephen Bizzell (Chairman) |
|---|---|
| Rick Anthon | |
| David Vincent | |
| Secretary | Paul Marshall |
| Registered Office | Level 5 |
| 60 Edward Street | |
| BRISBANE QLD 4000 | |
| Ph: (07) 3303 0630 | |
| Fax: (07) 3303 0601 | |
| Email: [email protected] | |
| Website: www.rcm.com.au | |
| ABN | 75 003 049 714 |
| Auditors | PKF |
| Level 6, AMP Place | |
| 10 Eagle Street | |
| BRISBANE QLD 4000 | |
| Legal Advisers | Hemming + Hart |
| Lawyers | |
| Level 2 | |
| 307 Queen Street | |
| BRISBANE QLD 4000 | |
| Share Registry | Link Market Services |
| Level 12 | |
| HSBC Building | |
| 300 Queen St | |
| Brisbane QLD 4000 | |
| Ph: 1300 554 474 |
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Notice of Annual General Meeting
Notice is hereby given that an Annual General Meeting of shareholders of Renison Consolidated Mines NL ACN 003 049 714 (Company) will be held at Level 2 Naldham House, 1 Eagle Street, Brisbane, Queensland on Wednesday 28 November 2007 commencing at 1.30pm (Brisbane time).
BUSINESS
Receive and Consider the Financial Statements
To receive and consider:
(a) the financial report;
(b) the directors’ report; and
(c) the auditor’s report of the Company for the year ended 30 June 2007.
Resolution 1 – Adoption of Remuneration Report
To consider and if thought fit to pass the following resolution as an ordinary resolution: “That the Remuneration Report of the Company’s 2007 Annual Report be considered and adopted”
Please note that the vote on this resolution is advisory only and does not bind the Company or its directors.
Resolution 2 – Re-election of Rick Anthon as Director
Mr Rick Anthon retires as a Director pursuant to the provisions of the Constitution of the Company and the Listing Rules of the Australian Stock Exchange Limited.
To consider and if thought fit to pass the following resolution as an ordinary resolution:
“That Mr Rick Anthon, who retires as a Director of the Company in accordance with the provisions of the Constitution, and being eligible offers himself for re-election, be appointed as a Director of the Company.”
Resolution 3 – Re-election of David Vincent as Director
Mr David Vincent retires as a Director pursuant to the provisions of the Constitution of the Company and the Listing Rules of the Australian Stock Exchange Limited.
To consider and if thought fit to pass the following resolution as an ordinary resolution:
“That Mr David Vincent, who was appointed to the Board of Directors as an additional director since the last Annual General Meeting, in accordance with the Company’s Constitution and being eligible, offers himself for re-election, be re-elected as a Director of the Company.”
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Point at Which Voting Rights are Determined
The regulations of the Corporations Act permit 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 passed a resolution to the effect that all shares of the Company that are quoted on the ASX at 26 November 2007 at 8.00pm shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the shares at that time.
Proxies
Please note that:
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(a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint not more than two proxies;
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(b) a proxy need not be a member of the Company; and
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(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 is entitled to cast half of the number of votes.
The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.
Corporate Representative
In order to vote on behalf of a company that is a shareholder in the Company, a valid Appointment of Corporate Representative form must be either lodged with the Company prior to the General Meeting or be presented at the meeting before registering on the Attendee Register for the General Meeting.
Paul Marshall Company Secretary Renison Consolidated Mines ML
Dated 25 October 2007.
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Explanatory Statement
Purpose of this Explanatory Statement
This Explanatory Memorandum is provided to shareholders of Renison Consolidated Mines NL ACN 003 049 714 (Company) to explain the resolutions to be put to Shareholders at the Annual General Meeting to be held at Level 2, Naldham House, 1 Eagle Street, Brisbane, Queensland on 28 November 2007 commencing at 1.30pm (Brisbane time).
The Directors recommend shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the resolutions.
Receive and Consider the Financial Statements
The Corporations Act 2001 (the Corporations Act) requires the financial report which includes the financial statements, directors’ declaration, the directors’ report and the auditor’s report to be laid before the Annual General Meeting. There is no requirement either in the Corporations Act or in the Constitution of the Company for shareholders to approve the financial report, the directors’ report or the auditor’s report. Accordingly, the Company’s financial report is placed before the shareholders for discussion and no voting is required for this item of business.
Shareholders will have a reasonable opportunity at the Meeting to ask questions and make comments on these reports and on the business and operations of the Company.
Resolution 1: Adoption of Remuneration Report
The remuneration report of the Company for the period ended 30 June 2007 is set out in the Directors Report of the 2007 Annual Report to Shareholders (the Remuneration Report).
The Remuneration Report sets out the Company’s remuneration arrangements for the executives and directors. A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting. In addition, the Corporations Act requires that Resolution 1, to adopt the Remuneration Report, be put to the vote. However, the vote on this resolution is only advisory and does not bind the Company or its directors.
Resolution 2: Re-election of Rick Anthon as a director
In accordance with the provisions of the Company’s constitution Mr Rick Anthon retires as a director of the Company and offers himself for re-election.
Mr Rick Anthon has been a director of the Company since 1996. He is a partner with the Queensland law firm of Hemming & Hart and acts as a non-executive director of the company. He has practised extensively in the corporate and mining law area for more than 20 years. He is Chairman of the Audit Committee and member of the Remuneration and Nomination Committee.
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Resolution 3 – Re-election of David Vincent as Director
Mr David Vincent was appointed to the Board of Directors on 10 September 2007. As such, Mr Vincent, in accordance with the provisions of the Constitution of the Company, will retire at the Annual General Meeting of the Company to be held on 28 November 2007 and offers himself for re-election. Mr Vincent is eligible to stand for re-election at this meeting.
David Vincent is a professional Engineer with post graduate academic qualifications in management and financial services. Currently he is a consultant and authorised dealer representative to an Australian stockbroker providing corporate advisory, corporate public relations and capital raising services within the resource and mining sectors. Prior to this he was a senior executive with BAE Systems, a large multi-national aerospace corporation, where he gained significant skills and experience in international business development, feasibility studies, market analysis, business planning, project financing, project management and marketing within the United Kingdom, the Middle East, North Africa and Eastern Europe. He has developed an extensive network within the investment banking and stock broking community in Europe, the Middle East, Australia and China. He is also currently the Chairman of a Chinese manufacturing and export joint venture company. David is a substantial shareholder of Renison and a significant investor in the resource and mining sectors. He is based in Dubai, also with offices in Shanghai, China.
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Renison Consolidated Mines NL ACN 003 049 714 Proxy form
Section 1: Name and address of member
All correspondence to: Renison Consolidated Mines NL Level 5, 60 Edward Street GPO Box 5268 Brisbane QLD 4001 Telephone (07) 3303 0630 Facsimile (07) 3303 0601
HIN/SRN:
Section 2: Appointment of proxy
I, being a member of the Company and entitled to attend and vote appoint
the Chairman of the meeting Write here the full name of the person or (mark with an ‘X’) body corporate you are appointing if this OR person is someone other than the Chairman of the meeting.
or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the meeting, as my proxy to attend, to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit), and to act generally on my behalf, at the annual general meeting of the Company to be held at:
Location Level 2, Naldham House, 1 Eagle St, Brisbane, QLD 4000 Date 28 November 2007 Time 13.30
and at any adjournment of that meeting.
Section 3: Voting instructions
Voting directions to proxy – please mark to indicate your directions. Resolution 1. Directors’ remuneration report Resolution 2. Election of Rick Anthon Resolution 3. Election of David Vincent
For Against Abstain*
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 poll and your votes will not be counted in computing the required majority on a poll.
If you do not wish to direct the Chairman as your proxy 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 or she has an interest in the outcome of the resolution, and that votes cast by him or her, other than as proxy holder, would be disregarded because of that interest.
The Chairman intends to vote all undirected proxies in favour of the resolutions to be put to the meeting.
Section 4: Signing by member
This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Member 1 Member 2 (if joint holding) Member 3 (if joint holding) Sole Director and Sole Secretary Director/Company Secretary Director (delete one) Please provide the information below in case we need to contact you. / / Contact name Contact day time telephone Date
Instructions for com letion of rox form p p y
Section 1: Name and address of member
1 This is your address as it appears in the register of members of the Company. If this information is incorrect, please advise the Share Registry – Link Market Services of any changes. Address: Locked Bag A14, Sydney South, NSW 1235 Phone: 1 300 554 474 Fax: (02) 9287 0303 Internet: www.linkmarketservices.com.au
Members sponsored by a broker (in which case your reference number will commence with an ‘x’) should advise their broker of any changes. Please note you cannot change the ownership of your shares using this form.
Section 2: Appointment of proxy
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2 If you wish to appoint the Chairman of the meeting as your proxy, mark the box. If the person or body corporate you wish to appoint as your proxy is someone other than the Chairman of the meeting, write the full name of that person or body corporate in the space provided. A proxy may be an individual or a 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 member of the Company.
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3 If you are entitled to cast two or more votes at the general meeting, you are entitled to appoint two persons as 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. Alternatively you may copy this form.
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4 To appoint a second proxy:
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(a) on each of the first proxy form and second proxy form state the percentage of your voting rights or number of shares 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 one half of your votes, and fractions of votes will be disregarded); and
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(b) return both forms in the same envelope.
Section 3: Voting instructions
- 5 You may direct your proxy how to vote on an item of business by placing a mark in one of the three boxes opposite that item of business. All of your shares will be voted in accordance with your direction unless you indicate a proportion of voting rights on any item by inserting the percentage or number of shares 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 decide whether or how to vote on that item. If you mark more than one box on an item, your vote on that item will be invalid.
Section 4: Signing by member
| 6 | Youmust signthisformasfollowsinthe spaces provided: | Youmust signthisformasfollowsinthe spaces provided: |
|---|---|---|
| Individual | Where the holding is in one name, the member must sign. | |
| Joint holding | Where the holding is in more than one name, all of the members must sign. | |
| Power of Attorney | To sign under power of attorney, either the power of attorney must have already been lodged with the Company's share registry for notation or the original (or a certified copy) of the power of attorney must accompany this document. |
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| Companies | In the following cases, subject to the Company’s constitution, the following person must sign: (a) Australian proprietary companywith asole directorwho isalso the sole company secretary- that person must sign; (b) Australian proprietary companywith asole director and no company secretary- that person must sign; (c) other Australian companies- two directors, or one director and one company secretary must sign; and (d) foreign company- in accordance with the laws of the jurisdiction of incorporation and constituent documents. |
Section 5: Lodging of proxy
7 This proxy form (and the original or a certified copy of any power of attorney under which it is signed) must be received by the Company not later than close of business on the date set out below, by mail, hand delivery, or facsimile.
| Last time and date for **lodgement *** |
1.30 pm 26 November 2007 |
|---|---|
| By mail | Renison Consolidated Mines NL, GPO Box 5268 Brisbane, QLD, 4001 |
| By delivery | Renison Consolidated Mines NL, Level 5, 60 Edward St, Brisbane, QLD 4000 |
| By facsimile | (07) 3303 0601 |
- Any proxy form received after that time will not be valid.
For Further Information
If you need any further information about this form or attendance at the Company’s General Meeting, please contact Paul Marshall Company Secretary on 07 3303 0630.