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XREF LIMITED AGM Information 2007

Jun 25, 2007

66097_rns_2007-06-25_e3c9f066-1399-4f70-a3f3-84a549b1c08f.pdf

AGM Information

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KING SOLOMON MINES LIMITED

3 Mutu Road, Paekakariki 5034, New Zealand Office (within Australia): 1 800 061 569 (outside Australia): +64 4 905 9608 Fax: +64 4 905 9607 [email protected] www.kingsolomonmines.com

25 June 2007

Dear Shareholder,

I am pleased to enclose our 2007 Annual Report and the notice for the annual shareholders' meeting which we are holding at 11.00 am (AEST) on 23 August 2007 at:

The NSW Trade & Investment Centre Level 47, MLC Centre 19 Martin Place Sydney, Australia

Shareholders should note that they will be able to ask questions or discuss matters arising from the Annual Report at the Meeting.

We will also be holding a briefing for New Zealand shareholders who are unable to attend the annual shareholders' meeting in Sydney. This will be held on Friday 24 August 2007 at the Boardroom 2, Duxton Hotel, 170 Wakefield Street, Wellington, commencing at 12.00 noon.

Please note that there will not be any voting on resolutions at this briefing, as this will only take place at the annual meeting in Sydney on 23 August. If you would like to cast your vote on any of the resolutions proposed for the annual meeting, please lodge your proxy in accordance with the instructions contained with the enclosed notice of annual meeting dated 25 June 2007.

If you would like to attend the shareholder briefing we would be grateful if you could R.S.V.P. for catering purposes either by email to [email protected] or by phoning $(04)$ 905 9608.

We look forward to seeing you at the above meetings.

Yours sincerely

้ได้hh Ouinn Chairman

REGISTRATION FOR ANNOUNCEMENT DISTRIBUTION LIST

If you would like to receive our announcements, notices, annual reports or shareholder updates by email, please register your interest by emailing: [email protected]

NOTICE OF ANNUAL MEETING

Notice is given that the Annual Meeting of King Solomon Mines Limited ("the Company") will be held at the NSW Trade & Investment Centre, Level 47, MLC Centre, 19 Martin Place, Sydney, Australia, on 23 August 2007 commencing at 11.00 am (AEST).

AGENDA

RE-ELECTION OF DIRECTORS

    1. To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That Mr. Bruce Bell be re-elected as director of the Company."
    1. To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That Mr. Fu La be re-elected as director of the Company."

APPOINTMENT OF AUDITORS

    1. To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That PricewaterhouseCoopers be re-appointed as auditors of the Company to:
  • (a) hold office from the conclusion of this meeting to the conclusion of the next annual meeting; and
  • (b) audit the financial statements of the Company for the year ending 31 March 2008, and that the Board of Directors of the Company be authorized to fix the auditor's remuneration."

Each of these resolutions is described in the attached Explanatory Notes which forms part of this Notice of Annual Meeting.

CHAIRMAN'S ADDRESS

CHIEF EXECUTIVE OFFICER'S REVIEW

For and on behalf of the Board of Directors of King Solomon Mines Limited

sgreek

Stephen McPhail Managing Director Dated 25 June 2007

FXPI ANATORY NOTES

The purpose of these Explanatory Notes (which forms part of the Notice of Annual Meeting dated 25 June 2007) is to provide shareholders with an explanation of the resolutions to be proposed and considered at the Annual Meeting of the Company to be held on 23 August 2007.

RE-ELECTION OF DIRECTORS (RESOLUTIONS 1 and 2)

In accordance with the Corporate Governance Charter adopted by the Board, the longest serving one-third of the Company's Directors (rounded down to the nearest whole number) is expected to retire at each AGM. Accordingly Mr. Bruce Bell and Mr. Fu La, being the longest serving directors, have retired and, being eligible, offer themselves for re-election. Their details are set out on page 10 of the Annual Report.

APPOINTMENT AND REMUNERATION OF AUDITOR (RESOLUTION 3)

The New Zealand Companies Act 1993 provides that at each Annual General Meeting the Company must appoint an auditor and fix the auditor's remuneration. PricewaterhouseCoopers has consented to continue as auditor of the Company. In order to make sure that the Company is able to obtain competitive rates, the Board seeks shareholder authorization to set the auditor's remuneration.

VOTING:

All of the resolutions are ordinary resolutions. An ordinary resolution is a resolution passed by a simple majority of votes of shareholders who are entitled to vote on the resolution and who exercise their right to vote.

All shareholders are entitled to attend and vote at the meeting or to appoint a proxy or representative (in the case of a corporate shareholder) to attend and vote on their behalf. A proxy need not be a shareholder of the Company. A proxy form is enclosed and completed forms (or, if a corporate shareholder prefers, a completed appointment of representative) must be received at the offices of the Company, no later than 48 hours before the time of holding the meeting. Proxies may be delivered to the offices of the Company. 3 Mutu Road, Paekakariki, sent by mail to:

PO Box 69 Paekakariki 5034 New Zealand

or by facsimile to: +644 905 9607

If the form is completed under a power of attorney, a copy of the power together with a certificate of non-revocation must accompany the completed form.

The Chairman of the Company has advised that he is prepared to act as proxy for any shareholder who wishes him to do so. If that is what you want, please fill in the words "Chairman of the Meeting" in the proxy form,

The Chairman has indicated that he will vote all proxies in favour of all three resolutions.

KING SOLOMON MINES LIMITED

PROXY FORM

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$1/\text{We}$ ______
being a Shareholder/Shareholders of King Solomon Mines Limited ("the Company") hereby appoint:
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or failing him or her:
$0^{\mathsf{f}}$
as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of Shareholders
of the Company to be held on Wednesday, the 23rd day of August 2007 and at any adjournment thereof.
SIGNED this 2007
INDIVIDUALS: COMPANIES:
(SIGNATURE OF SHAREHOLDER) (PRINT NAME OF COMPANY) Limited
(SIGNATURE OF SPAREHOLDER) By: TORRECTORI
ISIONATURE OF SHAREHOLDERI Name of Director:
BUFANG PRINTI

THIS FORM IS TO BE USED IN FAVOUR OF OR AGAINST THE FOLLOWING RESOLUTIONS:

RESOLUTION 1:
That Mr Bruce Bell be re-elected as director of the Company.
(Ordinary Resolution)
FOR
mmmmmm
AGAINST
,,,,,,,,,,,,,,,
ABSTAIN
mmmmm
RESOLUTION 2:
That Mr Fu La be re-elected as director of the Company.
(Ordinary Resolution)
FOR
,,,,,,,,,,,,,,,
AGAINST
799999999999999
ABSTAIN
,,,,,,,,,,,,,,,,
RESOLUTION 3:
That PricewaterhouseCoopers be re-appointed as auditors
of the Company to:
(a) hold office from the conclusion of this meeting to
the conclusion of the next annual meeting; and
(b) audit the financial statements of the Company for
the year ending 31 March 2008,
and that the Board of Directors of the Company be authorized
to fix the auditor's remuneration. (Ordinary Resolution)
FOR
71866611616168
7999999999999
AGAINST
8816891691691.
ABSTAIN
immm.