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WEEBIT NANO LTD — AGM Information 2011
Oct 24, 2011
66042_rns_2011-10-24_0bda2d4d-4df9-4ec9-b480-6c64cfdbdb84.pdf
AGM Information
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ACN 146 455 576
NOTICE OF ANNUAL GENERAL MEETING
AND
EXPLANATORY STATEMENT TO SHAREHOLDERS
FOR AN ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY 29 NOVEMBER 2011 AT CWA HOUSE,
1176 HAY STREET, WEST PERTH, WESTERN AUSTRALIA AT 12 NOON WST
IMPORTANT INFORMATION
This is an important document that should be read in its entirety.
If you do not understand it you should consult your professional advisers without delay.
You are encouraged to attend the meeting, but if you cannot, you are requested to
Complete and return the enclosed Proxy Form to
PO Box 902, West Perth, Western Australia, 6872,
or by facsimile on facsimile number +618 9482 0505, no later than 5:00 PM WST on Sunday, 27 November 2011.
RADAR IRON LTD ACN 146 455 576
NOTICE OF MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting of the members of Radar Iron Ltd ( “Radar” or “the Company” ) will be held on the date and at the location and time specified below:
DATE: Tuesday, 29 November 2011 LOCATION: CWA House, 1176 Hay Street, West Perth, Western Australia TIME: 12 noon WST
The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 12 noon WST on 27 November 2011.
BUSINESS
The business to be transacted at this Annual General Meeting is the receival of the financial statements and reports and the proposal of Resolutions 1 to 7 as set out below.
Financial Statements and Reports
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2011 together with the declaration of the directors, the directors’ report, and the independent auditor’s report.
RESOLUTION 1 ~ ADOPTION OF REMUNERATION REPORT (NON-BINDING)
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :
“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Company adopts the Remuneration Report as set out in the Director’s Report in the Annual Report for the year ended 30 June 2011”.
Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Exclusion Note: A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:
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(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
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(b) a Closely Related Party of such a member.
However, a person described above may vote on this Resolution if:
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(c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
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(d) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.
RADAR IRON LTD ACN 146 455 576
NOTICE OF MEETING
RESOLUTION 2 ~ RE-ELECTION OF DIRECTOR - MR ALAN TOUGH
To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
"That Mr Alan Tough, having been appointed as a Director of the Company prior to the date of this meeting and being eligible, in accordance with clause 13.4 of the Constitution be re-elected as a Director.”
RESOLUTION 3 ~ RE-ELECTION OF DIRECTOR - MR JONATHAN LEA
To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
"That Mr Jonathan Lea, having been appointed as a Director of the Company prior to the date of this meeting and being eligible, in accordance with clause 13.4 of the Constitution be re-elected as a Director.”
RESOLUTION 4 ~ RE-ELECTION OF DIRECTOR - MR ANANDA KATHIRAVELU
To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
"That Mr Ananda Kathiravelu, having been appointed as a Director of the Company prior to the date of this meeting and being eligible, in accordance with clause 13.4 of the Constitution be re-elected as a Director.”
RESOLUTION 5A ~ RATIFICATION OF PRIOR ISSUE OF SHARES
To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 1,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”
RESOLUTION 5B ~ RATIFICATION OF PRIOR ISSUE OF SHARES
To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 8,282,017 Shares on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or 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.
RADAR IRON LTD ACN 146 455 576
NOTICE OF MEETING
RESOLUTION 6 ~ APPROVAL OF OPTIONS ISSUE
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That for the purposes of ASX Listing Rule 7.1 and all other purposes, the Shareholders hereby authorise the allotment and issue of 4 million Options on the terms and conditions as set out in the Explanatory Memorandum.”
Voting Exclusion Note: In accordance with ASX Listing Rules 7.3.8 and 14.11, the Company will disregard any votes cast on this resolution by a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities in the Company if Resolution 6 is passed and by any associate of those persons.
Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or 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.
RESOLUTION 7 ~ APPOINTMENT OF AUDITOR
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
"That, for the purposes of section 327B(1) of the Corporations Act and for all other purposes, the Company appoints MGI Perth Audit Services Pty Ltd (having consented in writing to act as auditor of the Company) as auditor of the Company."
PHILLIP WINGATE Company Secretary 25 OCTOBER 2011 BY ORDER OF THE BOARD RADAR IRON LTD
RADAR IRON LTD ACN 146 455 576
EXPLANATORY STATEMENT TO SHAREHOLDERS
This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 12 noon WST at CWA House, 1176 Hay Street, West Perth, Western Australia on Tuesday 29 November 2011. This Explanatory Statement is to assist Shareholders in understanding the background to and the legal and other implications of the Notice and the reasons for the Resolutions proposed.
1. FINANCIAL STATEMENTS AND REPORTS
In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2011 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.
Whilst there is no requirement for Shareholders to approve the Annual Report, Shareholders will be offered the opportunity to:
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(a) discuss the Annual Report for the financial year ended 30 June 2011 which is available on the ASX platform at www.asx.com.au;
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(b) ask questions or make comment on the management of the Company; and
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(c) ask the auditor questions about the conduct of the audit and the preparation and content of the auditor’s report.
In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or the Company’s auditor about:
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(a) the preparation and content of the auditor’s report;
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(b) the conduct of the audit;
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(c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and
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(d) the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company’s registered office.
In accordance with amendments to the Corporations Act the Company is no longer required to provide a hard copy of the Company’s annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. These amendments may result in reducing the Company’s printing costs.
Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested to do so, Shareholders may view the Company annual financial report on its website at www.radariron.com.au.
2. RESOLUTION 1 ~ ADOPTION OF REMUNERATION REPORT
General
In accordance with Section 250R(2) of the Corporations Act, the Company must put a resolution that the Directors’ Remuneration as set out in the Directors’ Report of the Annual Report 2011 be adopted to vote at the Annual General Meeting. The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.
A reasonable opportunity will be provided for discussion of the Directors’ Remuneration at the Annual General Meeting. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company.
RADAR IRON LTD ACN 146 455 576
EXPLANATORY STATEMENT TO SHAREHOLDERS
Recent changes to the Corporations Act
Under recent changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on the Resolution are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company's 2012 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company ( Spill Resolution ).
If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the Company's 2012 annual general meeting. All of the Directors who were in office when the Company's 2012 Directors' report was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.
Proxy restrictions
If you elect to appoint the Chair, or another member of Key Management Personnel or any Closely Related Party as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote. Where you do not direct the Chair, or another member of Key Management Personnel or Closely Related Party on how to vote on this Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution 1.
3. RESOLUTION 2 ~ RE-ELECTION OF DIRECTOR - MR ALAN TOUGH
Clause 13.4 of the Company’s Constitution states that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed holds office only until the next following general meeting of Shareholders and is then eligible for re-election.
Mr Alan Tough was appointed to the board on 25 October 2010 and in accordance with Clause 13.4 of the Constitution seeks re-election as a Director.
Details regarding Mr Tough are set out in the 2011 Annual Report.
4. RESOLUTION 3 ~ RE-ELECTION OF DIRECTOR - MR JONATHAN LEA
Clause 13.4 of the Company’s Constitution states that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed holds office only until the next following general meeting of Shareholders and is then eligible for re-election.
Mr Jonathan Lea was appointed to the board on 21 September 2010 and in accordance with Clause 13.4 of the Constitution seeks re-election as a Director.
Details regarding Mr Lea are set out in the 2011 Annual Report.
5. RESOLUTION 4 ~ RE-ELECTION OF DIRECTOR - MR ANANDA KATHIRAVELU
Clause 13.4 of the Company’s Constitution states that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed holds office only until the next following general meeting of Shareholders and is then eligible for re-election.
Mr Ananda Kathiravelu was appointed to the board on 21 September 2010 and in accordance with Clause 13.4 of the Constitution seeks re-election as a Director.
RADAR IRON LTD ACN 146 455 576
EXPLANATORY STATEMENT TO SHAREHOLDERS
Details regarding Mr Kathiravelu are set out in the 2011 Annual Report.
Directors’ recommendation
The Board (in each case excluding the relevant candidate) recommends that Shareholders vote in favour of Resolutions 2 to 4.
6. RESOLUTION 5A to 5B ~ RATIFICATION OF PRIOR ISSUES
6.1 General
The table below outlines dates, number and price of shares issued by the Company under its 15% capacity, in accordance with Listing Rule 7.1.
| Resolution | Date | Issue Price |
Number of Shares |
Reason for Issue |
|---|---|---|---|---|
| 5A | 4 July 2011 | $0.00 | 1,000,000 | Consideration for iron ore rights to tenements owned by Southern Cross Goldfields Limited (SXG) |
| 5B | On or about 26 October 2011 |
$0.30 | 8,282,017 | Placement |
None of the subscribers pursuant to the issues were related parties of the Company.
Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those securities.
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.
By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.
The Board unanimously recommends that Shareholders vote in favour of Resolution 5. This will restore the 15% annual limit permitted by Listing Rule 7.1 and allow the Company to issue further securities without Shareholder approval.
6.2 Technical Information Required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the security issue:
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(a) 1,000,000 Shares were allotted in relation to Resolution 5A and 8,282,017 Shares were allotted in relation to Resolution 5B;
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(b) the issue price of each issue is displayed in the table above;
RADAR IRON LTD ACN 146 455 576
EXPLANATORY STATEMENT TO SHAREHOLDERS
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(c) the Shares (Resolutions 5A and 5B) issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
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(d) the securities were issued to the following parties:
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(i) the Shares issued on 4 July 2011 were allotted and issued to SXG in consideration for the iron ore rights to tenements owned by SXG (Resolution 5A); and
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(ii) the Shares issued on or about 26 October 2011 were allotted and issued to sophisticated and professional investors clients of FSS Advisory Pty Ltd (Resolution 5B);
(no parties who received securities are related parties of the Company); and
- (e) the funds raised from the placement on or about 26 October 2011 are intended to be applied to the exploration program at the Company’s iron ore prospects in the Yilgarn region of Western and Australia and towards working capital. No funds were raised from the issue of securities to SXG on 4 July 2011.
7. RESOLUTION 6 ~ APPROVAL OF OPTIONS ISSUE
7.1. General
As outlined in 6.1 above, the Company has made a placement of 8,282,017 ordinary shares to clients of FSS Advisory Pty Ltd, raising funds to continue exploration on the Company’s iron ore prospects in the Yilgarn region of Western Australia and for working capital ( Placement ). Refer Resolution 5B for further information.
The Company has agreed, subject to shareholder approval to issue 4 million options, on the same terms and conditions of the Company’s Quoted Options, to the nominees of FSS Advisory Pty Ltd. The options are to be issued as consideration for, amongst other things, FSS Advisory Pty Ltd’s obligations to use all reasonable endeavours to procure the raising of the Placement funds.
None of the subscribers pursuant to the issue will be related parties of the Company.
As described in 6.1 above, Listing Rule 7.1 limits the capacity of the Company to issue securities without the approval of its Shareholders.
The securities the subject of Resolution 6, particularly when aggregated with the securities the subject of Resolutions 5A and 5B would exceed the Company’s 15% capacity under Listing Rule 7.1.
By approving the proposed issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.
The Board unanimously recommends that Shareholders vote in favour of Resolution 6. This will allow the Company to issue further securities without Shareholder approval.
7.2. Technical Information required by Listing Rule 7.3
Listing Rule 7.3 contains requirements as to the contents of a Notice sent to Shareholders for the purposes of Listing Rule 7.1. The following information is included pursuant to Listing Rule 7.3:
- (a) The maximum number of securities to be issued under Resolution 6 is 4 million Options exercisable at 45 cents each expiring on or before 30 April 2012.
RADAR IRON LTD ACN 146 455 576
EXPLANATORY STATEMENT TO SHAREHOLDERS
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(b) the options will be allotted/issued no later than three months after the date of the Meeting or such later date as permitted by any waiver granted by ASX and will be issued on the one date.
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(c) The options will be issued for nil cash consideration as consideration for services rendered in relation to the Placement.
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(d) The Options will be issued to FSS Advisory Pty Ltd and or their nominees. None of the allottees will be related parties of the Company.
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(e) The Options are to be issued on the same terms and conditions as the Company’s Quoted Options, a copy of the terms and conditions are disclosed in Appendix 1.
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(f) There will be no funds raised from the issue.
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(g) a voting exclusion statement is set out in the Notice of Meeting.
8. RESOLUTION 7 ~ APPOINTMENT OF AUDITOR
Section 327B(1) of the Corporations Act provides a public company (by its Shareholders) must appoint an auditor at the company's first annual general meeting. MGI Perth Audit Services Pty Ltd currently acts in the role of the Company's auditor. The Directors propose that MGI Perth Audit Services Pty Ltd be appointed by Shareholders as the auditor.
Mr Phillip Laurence Wingate being a Shareholder of the Company, has nominated that MGI Perth Audit Services Pty Ltd be appointed as auditor. A copy of this nomination is attached as Appendix 2 to this Notice.
MGI Perth Audit Services Pty Ltd has consented in writing to act as the Company’s auditor.
ENQUIRIES: Shareholders are required to contact the Company Secretary on (+61 8) 9482 0580 if they have any queries in respect of the matters set out on these documents.
RADAR IRON LTD ACN 146 455 576
EXPLANATORY STATEMENT TO SHAREHOLDERS
GLOSSARY
$ means Australian dollars.
Annual General Meeting means the meeting convened by the Notice of Meeting.
ASX means ASX Limited.
ASX Listing Rules means the Listing Rules of ASX.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Closely Related Party of a member of the Key Management Personnel means:
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(a) a spouse or child of the member;
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(b) a child of the member’s spouse;
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(c) a dependent of the member or the member’s spouse;
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(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
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(e) a company the member controls; or
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(f) a person prescribed by the Corporations Regulations 2001 (Cth).
Company or Radar Iron means Radar Iron Ltd (ACN 146 455 576).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.
Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.
Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement.
Option means an option to acquire an ordinary share in the Company.
Quoted Option means an option in the Company which is currently listed on the ASX under the ASX code RADO. The terms of which are outlined in Appendix 1.
Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 2011.
Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
SXG means Southern Cross Goldfields Limited (ACN 124 374 321).
WST means Western Standard Time as observed in Perth, Western Australia.
RADAR IRON LTD ACN 146 455 576
EXPLANATORY STATEMENT TO SHAREHOLDERS
APPENDIX 1
TERMS AND CONDITIONS OF QUOTED OPTIONS
A summary of the terms and conditions of the Quoted Options is as follows:
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Each Quoted Option entitles the holder to acquire one fully paid ordinary share in the Company.
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The Quoted Options may be exercised at any time until 30 April 2012. Each Quoted Option may be exercised by forwarding to the Company at its principal office the exercise notice, duly completed together with payment of the sum of forty five cents (45c) per Quoted Option exercised. The Quoted Options will lapse at 5pm WDST on 30 April 2012.
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The Quoted Options are freely transferred.
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Application will be made to the ASX for official quotation of the Quoted Options not later than 7 business days after the date of allotment.
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There are no participating rights or entitlements inherent in the Quoted Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Quoted Options. However, the Company will ensure that for the purposes of determining News to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Quoted Options prior to the date for determining entitlements to participate in any such issue.
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Shares issued on the exercise of Quoted Options will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application monies. Shares allotted pursuant to the exercise of a Quoted Option will rank equally with the then issued ordinary shares of the Company in all respects. The Company will apply to ASX for quotation of the Shares issued as a result of the exercise, in accordance with the Corporations Act and the ASX Listing Rules.
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In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Optionholder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital at the time of the reconstruction.
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If there is a bonus issue to shareholders, the number of shares over which the Quoted Option is exercisable may be increased by the number of shares which the holder of the Quoted Option would have received if the Quoted Option had been exercised before the record date for the bonus issue.
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In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Quoted Options may be reduced in accordance with Listing Rule 6.22.
RADAR IRON LTD ACN 146 455 576
EXPLANATORY STATEMENT TO SHAREHOLDERS
APPENDIX 2
LETTER OF NOMINATION OF AUDITOR
11 October 2011
The Chairman Radar Iron Limited Suite 2, 12 Parliament Place WEST PERTH WA 6005
Dear Sir
Nomination of Auditor
I, Phillip Laurence Wingate , being a shareholder of Radar Iron Limited, hereby nominate MGI Perth Audit Services Pty Ltd, of Level 7, The Quadrant, 1 William Street, Perth WA 6000 to be appointed as auditor of Radar Iron Limited.
I consent to the distribution of a copy of this notice of nomination as an appendix to the Notice of Meeting for the 2011 Annual General Meeting of Radar Iron Limited as required by section 328B(3) of the Corporations Act.
Yours faithfully
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Phillip Laurence Wingate
PROXY FORM
RADAR IRON LTD ACN 146 455 576
All correspondence to:
Radar Iron Ltd
PO Box 902 West Perth WA 6872 Phone: 08 9482 0540 Facsimile: 08 9482 0505
I/We
(insert name of holder – please print)
Of
(insert address of holder – please print)
Appointment of Proxy
I/We being member/s of Radar Iron Ltd and entitled to attend and vote hereby appoint The Chairman Write here the name of the person you of the Meeting OR are appointing if this person is (mark with an someone other than the Chairman of ‘X’) the Meeting
or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Radar Iron Ltd to be held at CWA House, 1176 Hay Street, West Perth, Western Australia on Tuesday 29 November 2011 at 12 noon (WST) and at any adjournment of that meeting.
IMPORTANT: FOR RESOLUTION 2 TO 7 BELOW
If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on Resolutions 2 to 7 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 2 to 7 and that votes cast by him, other than as proxy holder, would 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 Resolutions 2 to 7 and your votes will not be counted in computing the required majority if a poll is called on this Item.
The Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 2 to 7 and will not cast undirected votes on Resolution 1. If you appoint the Chair or key management personnel or any of their closely related parties as your proxy, you should direct him how to vote on Resolution 1 if you want your shares to be voted on that item of business.
| Voting directions to your proxy - please mark X Ordinary business Resolution 1 Approval of Remuneration Report Resolution 2 Re-election of Director – Mr Alan Tough Resolution 3 Re-election of Director – Mr Jonathan Lea Resolution 4 Re-election of Director – Mr Ananda Kathiravelu Resolution 5A Ratification of Prior Issue of Shares Resolution 5B Ratification of Prior Issue of Shares Resolution 6 Approval of Options Issue Resolution 7 Appointment of auditor |
to indicate your directions 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.
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 Sole Director and Sole Company Secretary |
Securityholder 2 Director |
Securityholder 3 |
|---|---|---|
| Director/Company Secretary |
Contact Name
Contact Daytime Telephone
Date
Instructions for Completing ‘Appointment of Proxy’ Form
1. Your Name and Address This is your name and address as it appears on the Company’s share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.
2. Appointment of a Proxy
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. 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 securityholder of the Company.
3. Votes on Items of Business You may direct your proxy how to vote by placing 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, subject to the comments below, vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
New sections 250BB and 250BC of the Corporations Act came into effect on 1 July 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:
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(a) if proxy holders vote, they must cast all directed proxies as directed; and
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(b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
4. Appointment of a Second Proxy
You are entitled to appoint up to 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’s share registry or you may copy this form.
To appoint a second proxy you must:
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(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or 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.
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(b) return both forms together in the same envelope.
5. Signing Instructions
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all of the securityholders should sign. Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: where the company has a sole director who is also the sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a sole director can also sign alone. Otherwise this form must be signed by a director jointly with either another director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company's share registry.
Lodgement of a Proxy
This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the Meeting scheduled for 12 noon (WST) on Tuesday 29 November 2011. Any Proxy Form received after that time (5.00pm (WST) Sunday, 27 November 2011) will not be valid for the scheduled Meeting.
Documents may be lodged:
| By email [email protected] By mail - Radar Iron Ltd PO Box 902 West Perth WA 6872 |
OR | By facsimile – Within Australia (08) 9482 0505 Outside Australia +618 9482 0505 in person– Radar Iron Ltd Suite 2, 12 Parliament Place West Perth WA 6005 |
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