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TAW - Tawana Resources NL - Notice of 2009 annual general meeting, explanatory
statement and proxy form
Tawana Resources NL
(Incorporated in Australia)
(Registration number ACN 085 166 721)
Share code on the JSE Limited: TAW
ISIN: AU000000TAW7
Share code on the Australian Stock Exchange Limited: TAW
ISIN: AU000000TAW7
("Tawana" or "the Company")
Tawana Resources NL
ACN 085 166 721
NOTICE OF 2009 ANNUAL GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM
Annual General Meeting to be held at Level 1, 2 Ross Place, South Melbourne,
3205, Victoria on 28 May 2010 commencing at 12 noon (EST).
This document is important and should be read in its entirety. If Shareholders
are in doubt as to how to vote, they should see advice from their accountant,
solicitor or other professional adviser without delay.
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the 2009 Annual General Meeting of Tawana Resources NL
(ACN 085 166 721) will be held at Level 1, 2 Ross Place, South Melbourne,
3205, Victoria on 28 May 2010 commencing at 12 noon (EST).
BUSINESS
1. Financial Statements and Reports
To receive and consider the financial statements of the Company, together
with the Directors` and the Auditor`s reports, for the year ending 31
December 2009.
2. Resolution 1 - Election of Harry Hill
To consider and, if thought fit, pass the following resolution as an
ordinary resolution:
"That Harry Hill, a Director appointed to fill a casual vacancy, and
being eligible for election, be elected as a Director."
3. Resolution 2 - Election of Julian Babarczy
To consider and, if thought fit, pass the following resolution as an
ordinary resolution:
"That Julian Babarczy, a Director appointed to fill a casual vacancy, and
being eligible for election, be elected as a Director."
4. Resolution 3 - Election of Warwick Grigor
To consider and, if thought fit, pass the following resolution as an
ordinary resolution:
"That Warwick Grigor, a Director appointed to fill a casual vacancy, and
being eligible for election, be elected as a Director."
5. Resolution 4 - Re-election of Euan Luff
To consider and, if thought fit, pass the following resolution as an
ordinary resolution:
"That Euan Luff, who retires by rotation in accordance with the Company`s
constitution and Listing Rule 14.4, and being eligible for re-election,
be re-elected as a Director."
6. Resolution 5 - Adoption of Remuneration Report
To consider and, if thought fit, pass the following advisory only
resolution:
"That, for the purposes of section 250R of the Corporations Act and for
all others purposes, Shareholders adopt the Remuneration Report as
published in the Directors` Report in the Company`s 2009 Annual Financial
Report for the year ending 31 December 2009."
Explanatory Statement
The accompanying Explanatory Statement forms part of this Notice of Annual
General Meeting and should be read in conjunction with it. Shareholders are
specifically referred to the Glossary in the Explanatory Statement which
contains definitions of capitalised terms used in this Notice of Annual
General Meeting and the Explanatory Statement.
Proxies
Please note that:
(a) a Shareholder entitled to attend and vote at the Annual General Meeting
is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company;
(c) a Shareholder may appoint a body corporate or an individual as its proxy;
(d) a body corporate appointed as a Shareholder`s proxy may appoint an
individual as its representative to exercise any of the powers that the
body may exercise as the Shareholder`s proxy; and
(e) Shareholders 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 or number is not specified, each
proxy may exercise half of the votes.
The enclosed proxy form provides further details on appointing proxies and
lodging proxy forms.
If a body corporate wishes to appoint an individual as its representative, the
body corporate should provide that person with a certificate or letter
executed in accordance with the Corporations Act authorising him or her to act
as that company`s representative. The authority may be sent to the Company or
its share registry in advance of the Annual General Meeting or handed in at
the Annual General Meeting when registering as a corporate representative.
Voting Entitlements
In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations
Regulations 2001, the Board has determined that a person`s entitlement to vote
at the Annual General Meeting will be the entitlement of that person set out
in the register of Shareholders as at 7.00pm (EST) on 26 May 2010.
Accordingly, transactions registered after that time will be disregarded in
determining a Shareholder`s entitlement to attend and vote at the Annual
General Meeting.
By Order of the Board of Directors
Winton Willesee
Joint Company Secretary
Tawana Resources NL
20 April 2010
Explanatory Statement
This Explanatory Statement has been prepared for the information of
Shareholders in relation to the business to be conducted at the Company`s 2009
Annual General Meeting to be held on 28 May 2010 at 12 noon (EST).
The purpose of this Explanatory Statement is to provide Shareholders with all
information known to the Company which is material to a decision on how to
vote on the Resolutions in the accompanying Notice of Annual General Meeting.
This Explanatory Statement should be read in conjunction with the Notice of
Annual General Meeting. Capitalised terms in this Explanatory Statement are
defined in the Glossary.
1. Financial Statements and Reports
The Corporations Act requires Directors to lay before the Shareholders
the financial statements, the Directors` Report and the Auditor`s Report
for the year. Shareholders who have elected to receive the 2009 Annual
Report will have been provided with a copy. The 2009 Annual Report is
also available on ASX`s website.
2. Resolutions 1 to 4
Election of Directors
In accordance with Listing Rule 14.4 and the Company`s constitution, at
every Annual General Meeting, one third of the Directors for the time
being must retire from office by rotation and are eligible for re-
election. The Directors to retire are those who have been in office for
3 years since their appointment or last re-appointment or who have been
longest in office since their appointment or last re-appointment or, if
the Directors have been in office for an equal length of time, by
agreement.
In addition, the Constitution requires that any Director appointed by the
Board, either to fill a casual vacancy or as an addition to the Board,
must retire at the next Annual General Meeting following his or her
appointment, but is eligible for election at that Annual General Meeting.
Euan Luff retires by rotation at this meeting and, being eligible, offers
himself for re-election.
Harry Hill, Julian Babarczy and Warwick Grigor were appointed by the
Directors to fill a casual vacancy and now retire. Being eligible,
Messrs Hill, Babarczy and Grigor each offer themselves for election as a
Director.
A brief overview of the biographical details, skills and experience of
Messrs Luff, Hill and Babarczy can be found in the 2009 Annual Report of
the Company and a brief overview of the biographical details, skills and
experience of Mr Grigor is set out below.
Warwick Grigor
Warwick Grigor is a graduate of the Australian National University having
completed degrees in law and economics. He went straight from university
to Hamersley Iron Pty Ltd in Perth before being employed as a senior
mining analyst and research partner with stockbroking firms in Sydney.
Mr Grigor retired from County Natwest Securities Australia in 1991 to
found Far East Capital Limited ("FEC"), a specialist research-based
mining company financier and corporate adviser.
In 2008, the FEC business was backed into a new stockbroker, BGF Equities
Pty Ltd., in return for a substantial shareholding. Mr Grigor is the
Executive Chairman of BGF, which operates offices in Sydney, Melbourne
and Hong Kong. It is an institutional and high net-worth investor
stockbroker with a strong focus on the resources sector
Warwick has two non-executive board positions on Heritage Gold NZ Ltd and
Peninsular Minerals Ltd.
In 2002, Mr Grigor was an inaugural inductee to the ANU Economics and
Commerce Department Hall of Fame.
3. Resolution 5
Adoptions of Remuneration Report
Section 249L(2) of the Corporations Act requires a company to inform
shareholders that a resolution on the Remuneration Report will be put at
the Annual General Meeting. Section 250R(2) of the Corporations Act
requires a resolution that the Remuneration Report be adopted to be put
to the vote. Resolution 5 seeks this approval.
In accordance with section 250R(3) of the Corporations Act, Shareholders
should note that Resolution 5 is an "advisory only" resolution which does
not bind the Directors.
The Remuneration Report sets out the Company`s remuneration policy and
reports the remuneration arrangements in place for the Directors and
other key management personnel. Following consideration of the
remuneration report, the Chairman, in accordance with section 250SA of
the Corporations Act, must give Shareholders a reasonable opportunity to
ask questions about, or make comments on, the Remuneration Report.
4. Glossary
In this Explanatory Statement, the following terms have the following meaning
unless the context otherwise requires:
ASX ASX Limited.
Board the board of Directors.
Chairman Warwick Grigor.
Constitution constitution of the Company.
Company Tawana Resources NL (ACN 085 166 721).
Corporations Act Corporations Act 2001 (Cth).
Director a director of the Company.
EST Eastern Standard Time in Australia.
Explanatory Statement the explanatory statement accompanying the
Notice of Annual General Meeting.
Listing Rules the listing rules of ASX.
Notice of Annual General Meeting the notice of annual general meeting
accompanying the Explanatory Statement.
Remuneration Report the section of the Director`s Report
contained in the Company`s 2009 Annual
Report entitled "remuneration report".
Share fully paid ordinary share in the capital
of the Company.
Shareholder a holder of Shares.
Proxy form
A copy of the proxy form sent to shareholders holding Tawana shares listed on
the Johannesburg Stock Exchange has been lodged with the ASX. It can be found
on www.asx.com.au
29 April 2010
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Date: 29/04/2010 09:17:03 Supplied by www.sharenet.co.za
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