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TAW - Tawana Resources NL - Notice of General Meeting
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")
"This document is important and should be read in its entirety.
If Shareholders are in doubt as to how to vote, they should seek advice from
their accountant, solicitor or other professional adviser without delay."
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting of Tawana Resources NL (ACN
085 166 721) will be held at Level 15, 9 Castlereagh Street, Sydney, New South
Wales on 27 May 2011 commencing at 10.00am EST.
BUSINESS
1. Financial Statements and Reports
To receive and consider the annual financial report of the Company,
together with the directors` and the auditor`s reports, for the financial
year ended 31 December 2010.
2. Resolution 1 - Adoption of Remuneration Report
To consider and, if thought fit, pass the following resolution as an
ordinary resolution:
"That, for the purposes of section 250R of the Corporations Act and for
all other purposes, the Remuneration Report for the financial year ended
31 December 2010 be adopted."
Note: The vote on this resolution is advisory only and does not bind the
Directors or the Company.
3. Resolution 2 - Re-election of Warwick Grigor
To consider and, if thought fit, pass the following resolution as an
ordinary resolution:
"That Warwick Grigor, who retires by rotation in accordance with clause
59 of the Company`s Constitution and Listing Rule 14.4, and being
eligible for re-election, be re-elected as a Director."
4. Resolution 3 - Increase in Non-Executive Directors` Fee Cap
To consider and, if thought fit, pass the following resolution as an
ordinary resolution:
"That, in accordance with clause 62 of the Company`s Constitution and
Listing Rule 10.17, the remuneration for the services of non-executive
directors of the Company is increased by $200,000 to an aggregate maximum
sum of $300,000 per annum."
Voting exclusion: In accordance with Listing Rule 10.17.1 the Company
will disregard any votes cast on Resolution 3 by a Director of the
Company and any of their associates. However, the Company will not
disregard a vote if it is cast by such a person as proxy for a person who
is entitled to vote in accordance with the directions on the proxy form
or if 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.
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 Regulation 7.11.37 of the Corporations Regulations 2001
(Cth), 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 25 May 2011. 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
12 April 2011
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
Annual General Meeting to be held at Level 15, 9 Castlereagh Street, Sydney,
New South Wales on 27 May 2011 commencing at 10.00am 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 the annual financial report, the directors`
report and the auditor`s report for the last financial year to be laid
before the Annual General Meeting. The financial statements and reports
are contained in the Company`s 2010 Annual Report. Shareholders who have
elected to receive the 2010 Annual Report will have been provided with a
copy. The 2010 Annual Report is also available on ASX`s website.
While no resolution is required in relation to this item, Shareholders
will be given the opportunity to ask questions and make comments on the
financial statements and reports.
2. Resolution 1 - Adoption 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 1 seeks this approval.
In accordance with section 250R(3) of the Corporations Act, Shareholders
should note that Resolution 1 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.
3. Resolution 2 - Re-election of Warwick Grigor as Director
In accordance with Listing Rule 14.4 and clause 59 of 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 the 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.
Mr Grigor was appointed by the Company on 20 April 2010. Mr Grigor
retires by rotation at this meeting and, being eligible, offers himself
for re-election.
A brief overview of the biographical details, skills and experience of Mr
Grigor is set out below.
Mr Grigor is Executive Chairman of BGF Equities Pty Ltd and one of
Australia`s most accomplished mining analysts.
Mr Grigor is also a director of Peninsula Minerals Ltd.
Board Recommendation
The Directors (other than Mr Grigor) recommend that Shareholders vote in
favour of this resolution.
4. Resolution 3 - Increase in Non-Executive Directors` Fee Cap
The current maximum aggregate remuneration for non-executive directors is
fixed at $100,000 per annum. For the purposes of clause 62 of the
Company`s Constitution and Rule 10.17 of the Listing Rules, Shareholder
approval is now sought to increase the non-executive directors fee cap by
$200,000 from $100,000 to $300,000 per year.
The Board considers it is appropriate to seek approval for an increase in
the non-executive directors` fee cap at this time for the following
reasons:
- The Board has reviewed the current fee levels for comparable
companies in the market and has considered the level of fees that it
considers necessary to retain and to attract non-executive directors
of the appropriate caliber to ensure robust governance of the
Company for the future.
- While the Board is not currently proposing any increase in its size,
there are circumstances where the Board may seek to appoint
additional non-executive directors.
One such circumstance is where a potential director candidate comes to
its attention who would bring a set of complementary skills to the Board.
If the Board wished to invite any such candidate to become a director,
the proposed increase would provide sufficient flexibility to take
advantage of the opportunity.
Another circumstance is around board succession planning where, to
facilitate an orderly transfer of responsibilities, new directors may be
appointed prior to the retirement of existing directors, resulting in a
short-term increase in the size of the Board and the total fees payable
to the Directors. The proposed increase in the fee cap would enable the
Company to facilitate succession planning.
Board Recommendation
As the non-executive directors have a personal interest in the proposed
Resolution 3, the Directors make no recommendation as to how Shareholders
should vote on this Resolution.
5. Glossary
In this Explanatory Statement, the following terms have the following meaning
unless the context otherwise requires:
Annual General Meeting the annual general meeting of the Company pursuant to
this Notice of Annual General Meeting.
ASX ASX Limited (ACN 008 624 691) trading as the
Australian Securities Exchange.
Board the board of Directors.
Chairman Warwick Grigor or such other Director as the
Board may nominate in accordance with the
Constitution.
Company Tawana Resources NL (ACN 085 166 721).
Constitution the constitution of the Company.
Corporations Act Corporations Act 2001 (Cth).
Director a director of the Company.
EST Eastern Standard Time as observed in Sydney,
Australia.
Explanatory Statement the explanatory statement accompanying the
Notice of 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 directors` report contained
in the Company`s 2010 Annual Report entitled
"remuneration report".
Share a fully paid ordinary share in the capital
of the Company.
Shareholder a holder of Shares.
Tawana Tawana Resources (ACN 085 166 721).
Tawana Resources NL
ACN 085 166 721
PROXY FORM
Shareholder Details
Name:
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Address:
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Contact Telephone No:
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Contact Name (if different from above):
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Appointment of Proxy
I/We being a shareholder/s of Tawana Resources NL and entitled to attend
and vote hereby appoint the following proxy/proxies to attend and act on
my/our behalf and to vote in accordance with my/our following directions
at the Annual General Meeting of Tawana Resources NL to be held at Level
15, 9 Castlereagh Street, Sydney, New South Wales on 27 May 2011 at
10.00am (EST) and at any adjournment of that meeting.
The IMPORTANT:
Chairman If the Chairman of the meeting is your proxy, or
of the if appointed your proxy by default and you do
meeting not wish to direct him/her how to vote on any of
these resolutions, you must mark this box with
(mark with an "X". By marking this box, you acknowledge
an `X`) that the Chairman of the meeting may exercise
your proxy on those resolutions (for which you
have not given a direction) even if he/she has
an interest in the outcome of the resolution and
that votes cast by him/her, 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 on any
of these resolutions, the Chairman of the
meeting will not cast your votes on the
resolutions (for which you have not given a
direction) on a show of hands or on a poll. The
Chairman of the meeting intends to vote
undirected proxies in favour of each resolution.
OR
If the person you are appointing as your proxy is someone other than the
Chairman of the meeting:
Write the name of that person in the box below.
You must specify the % of your
% votes that you authorise your
proxy to exercise if:
(a) you have only appointed 1
proxy and do not want him/her
to exercise all of your votes;
or
(b) if you have appointed 2
proxies under this proxy form.
If you hold 2 or more Shares in Tawana
Resources NL, you may appoint a second
proxy:
Write the name of your second proxy in
the box below.
%
If you do not name a proxy or your named proxy fails to attend the
meeting, the Chairman of the meeting will be appointed as your proxy to
attend and act on your behalf and to vote in accordance with the following
directions at the Annual General Meeting of Tawana Resources NL to be held
at Level 15, 9 Castlereagh Street, Sydney, New South Wales on 27 May 2011
at 10.00am (EST) and at any adjournment of that meeting.
Voting directions to your proxy - Please mark only one of the boxes with
an "X" for each resolution to indicate your directions.
Business For Against Abstain
Resolution 1. Adoption of
Remuneration Report
Resolution 2. Re-election of Warwick
Grigor
Resolution 3. Increase in Non-
executive Directors` Fee Cap
If you mark the "Abstain" box with an "x" for a particular resolution, you
are directing your proxy not to vote on your behalf on a show of hands or
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 Shareholder 2 Shareholder 3
Shareholder 1
Sole Director and Director Director/Company
Sole Company Secretary
Secretary
How to complete this Proxy Form
1 Your Name and Address
Please print your name and address as it appears on your holding
statement and the Company`s share register. If Shares are jointly held,
please ensure the name and address of each joint shareholder is
indicated. Shareholders should advise the Company of any changes.
Shareholders 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 shareholder of the Company.
3 Votes on Resolutions
You may direct your proxy how to vote by placing a mark in one of the
boxes opposite each Resolution. All your shareholding will be voted in
accordance with such a direction unless you indicate only a portion of
voting rights are to be voted on any Resolution 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 Resolution, your
proxy may vote as he or she chooses. If you mark more than one box on a
Resolution your vote on that Resolution will be invalid.
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,
please write the name of that person. To appoint a second proxy you must
state (in the appropriate box) the percentage of your voting rights which
are the subject of the relevant proxy. If the Proxy Form does not
specify a percentage, each proxy may exercise half your votes. Fractions
of votes will be disregarded.
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
shareholders should sign.
Power of Attorney: to sign under Power of Attorney, you must have
already lodged this document with the company`s share
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
a "Certificate of Appointment of Corporate Representative"
should be produced prior to admission.
6 Lodgment 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. i.e. no later than 10.00am (EST) on 25 May
2011. Any Proxy Form received after that time will not be valid for the
scheduled meeting. This Proxy Form (and any Power of Attorney and/or
second Proxy Form) may be sent or delivered to the Company`s registered
office at Suite 25, 145 Stirling Highway, Nedlands WA 6009, posted to PO
Box 3144 Nedlands WA 6009, faxed to +61 (0) 8 9389 3199 or emailed to
winton@azc.com.au.
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
20 April 2011
Date: 20/04/2011 11:18:01 Supplied by www.sharenet.co.za
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