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Notice of annual general meeting
FERRUM CRESCENT LIMITED
(Previously Washington Resources Limited)
(Incorporated and registered in Australia and registered as an external company in the Republic of
South Africa)
(Registration number A.C.N. 097 532 137)
(External company registration number 2011/116305/10)
Share code on the ASX: FCR
Share code on AIM: FCR
Share code on the JSE: FCR ISIN: AU000000FCR2
(“Ferrum Crescent” or the “Company”)
NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM
Ferrum Crescent has today dispatched to shareholders a copy of the Notice of Annual
General Meeting and Explanatory Memorandum and 2012 Annual Report, copies of
which may be found on the Company’s web site www.ferrumcrescent.com
The Annual General Meeting is to be held at 3:00pm (Perth time) on 30 November
2012 at The Oceanic Room, The Boulevard Centre, 99 The Boulevard, Floreat WA 6014.
Australia and Company enquiries: UK enquiries:
Ferrum Crescent Limited Ocean Equities Limited (Broker)
Ed Nealon T: +61 8 9380 9653 Guy Wilkes T: +44 (0) 20 7786 4370
Executive Chairman
RFC Ambrian Limited (Nominated Adviser)
Bob Hair T: +61 414 926 302 Richard Morrison T: +44 (0) 20 3440 6800
Managing Director Jen Boorer T: +44 (0) 20 3440 6800
South Africa enquiries: Sasfin Capital
Leonard Eiser T: +27 11 809 7500
Ferrum Crescent Limited
ACN 097 532 137
NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT TO SHAREHOLDERS
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON 30 November 2012
at The Oceanic Room, The Boulevard Centre, 99 The Boulevard, Floreat WA 6014
at 3:00 pm (Perth time)
You are encouraged to attend the meeting, but if you cannot, you are requested
to complete and return the enclosed Proxy Form without delay (and no later than
48 hours before the meeting) to Computershare Investor Services Pty Ltd at GPO
Box 242, Melbourne Victoria 3001, Australia, or by facsimile on facsimile
number 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the
members of FERRUM CRESCENT LIMITED (“Ferrum” or “the Company”)
will be held on the date and at the location and time specified below:
DATE: 30 November 2012
LOCATION: The Oceanic Room, The Boulevard Centre, 99 The Boulevard,
Floreat WA 6014
TIME: 3:00 pm (Perth time)
BUSINESS: The business to be transacted at the Annual General Meeting is
the proposal of the Resolutions set out below:
FERRUM CRESCENT LIMITED
ACN 097 532 137
NOTICE OF MEETING
TIME AND PLACE OF MEETING AND HOW TO VOTE
VENUE
The Annual General Meeting of Shareholders of Ferrum Crescent Limited will be held
at The Oceanic Room, The Boulevard Centre, 99 The Boulevard, Floreat WA 6014 on
30 November 2012 at 3:00 pm (Perth time).
YOUR VOTE IS IMPORTANT
The business of the Annual General Meeting affects your shareholding and your vote is important.
VOTING IN PERSON
To vote in person, attend the Annual General Meeting on the date and at the place set out above.
VOTING BY PROXY
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. a Shareholder 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 total votes.
The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. If a Shareholder
appoints a body corporate as its proxy and the 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.
To vote by proxy, please complete and sign the proxy form enclosed and either:
a. deliver the proxy form by post to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne
Victoria 3001, Australia; or
b. fax the form to Computershare Investor Services Pty Limited on facsimile number 1800 783 447 (within
Australia) or +61 3 9473 2555 (outside Australia).
so that it is received not later than 3:00 pm (Perth time) on 28 November 2012. Proxy forms received later than this
time will be invalid.
Your proxy form is enclosed as a separate document.
CUSTODIAN VOTING
For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting
intentions.
FERRUM CRESCENT LIMITED
ACN 097 532 137
NOTICE OF MEETING
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting of Shareholders of Ferrum Crescent Limited will be held at 3:00 pm
(Perth time) on 30 November 2012 at The Ocean Room, The Boulevard Centre, 99 The Boulevard, Floreat WA 6014.
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 and 7.11.38 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 7.00 pm (Sydney time) on the day which is 2 days before the date of the Annual General Meeting.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.
AGENDA
Financial Statements and Directors’ Report
The financial statements and Directors’ Report for the year ended 30 June 2012 are to be tabled.
RESOLUTIONS
1. Adoption of Remuneration Report (Non-binding)
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:
"That for the purposes of section 250R(2) of the Corporations Act and for all other purposes the
remuneration report for the Company for the year ended 30 June 2012 be adopted."
The vote on this resolution is advisory only and does not bind the directors or the Company.
Voting Prohibition: To the extent required by section 250(R) of the Corporations Act, a vote on this
resolution must not be cast (in any capacity) by or on behalf of a member of the key management personnel,
details of whose remuneration are included in the Remuneration Report, or a closely related party of such a
member. However, a person described above may cast a vote on this resolution if the person does so as a
proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and the vote is
not cast on behalf of the key management personnel or closely related parties described above.
2. Re-election of Grant Button as a director
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:
"That Mr Grant Button, who retires by rotation in accordance with clause 11.3 of the Company’s
Constitution, and being eligible, offers himself for election, be re-elected as a director of the Company."
3. Re-election of Kofi Morna as a director
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:
"That Mr Kofi Morna, who retires by rotation in accordance with clause 11.3 of the Company’s Constitution,
and being eligible, offers himself for election, be re-elected as a director of the Company."
BY ORDER OF THE BOARD
Andrew Nealon
Company Secretary
DATED 16 October 2012
FERRUM CRESCENT LIMITED
ACN 097 532 137
NOTICE OF MEETING
NOTES
A member entitled to vote at this Annual General Meeting is entitled to appoint a proxy to attend and vote for the
member at the Annual General Meeting. A proxy need not be a member. If the member is entitled to cast 2 or more
votes at the Annual General Meeting the member may appoint 2 proxies. If a member appoints 2 proxies and the
appointment does not specify the proportion or number of the members votes each proxy may exercise, each proxy
may exercise half of the votes. A proxy form is attached to the back of this booklet.
For the purposes of determining voting entitlements at this Annual General Meeting, Shares will be taken to be held by
persons who are registered as holding Shares at 7.00pm (Sydney time) on the day which is 2 days before the date of
the Annual General Meeting. Accordingly, transactions registered after that time will be disregarded in determining
entitlements to attend and vote at the Annual General Meeting.
Proxy and Voting Entitlement Instructions are included on the Proxy Form accompanying this Notice of Annual
General Meeting.
FERRUM CRESCENT LIMITED
ACN 097 532 137
NOTICE OF MEETING
EXPLANATORY STATEMENT TO
SHAREHOLDERS
INTRODUCTION
This Explanatory Statement has been prepared for the information of Shareholders of Ferrum Crescent
Limited in connection with Resolutions to be considered at the Annual General Meeting of members to be
held at The Oceanic Room, The Boulevard Centre, 99 The Boulevard, Floreat WA 6014 at 3:00 pm (Perth
time) on 30 November 2012.
This Explanatory Statement should be read in conjunction with the accompanying Notice of Annual General
Meeting. Please refer to this Explanatory Statement for the glossary of terms.
The purpose of this Explanatory Statement is to provide information which the Directors believe to be
material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.
If you appoint the Chairman as your proxy, or the Chairman is appointed as your proxy by default, recent
rules apply in respect of Resolution 1. Your attention is drawn to the section in the proxy form entitled
“Important – for item 1” and in particular the requirement that you specify how your proxy is to vote or mark
the box on that form if you wish your votes to be counted on this Resolution.
FINANCIAL STATEMENTS AND DIRECTORS’ REPORT
The Corporations Act requires the reports of the Directors and of the auditor and the annual financial report,
including the financial statements, to be put before the Meeting. The Corporations Act does not require a
vote of Shareholders at the Meeting on the reports or statements. However, Shareholders will be given an
opportunity to raise questions on the reports and statements for the year ended 30 June 2012 at the
Meeting.
RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
The Remuneration Report is set out in the Directors’ Report in the Company’s 2012 Annual Report. The
Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior
management of the Company.
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 Meeting. Section 250R(2) of the Corporations Act requires that a
resolution that the Remuneration Report be adopted must be put to the vote. Resolution 1 seeks this
approval.
However, 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 of the Company.
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.
FERRUM CRESCENT LIMITED
ACN 097 532 137
NOTICE OF MEETING
In accordance with the recently introduced provisions of the Corporations Amendment (Improving
Accountability on Director and Executive Remuneration) Act 2011, to the extent required by section
250(R)(4) and (5) of the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by or
on behalf of a member of the key management personnel, details of whose remuneration are included in
the Remuneration Report, or a closely related party of such a member.
However, a person described above may cast a vote on Resolution 1 if the person does so as a proxy
appointed by writing that specifies how the proxy is to vote on the proposed resolution; and the vote is not
cast on behalf of the key management personnel or closely related parties described above.
The term “key management personnel” has the meaning given in the accounting standards and broadly
means those persons with the authority and responsibility for planning, directing and controlling the
activities of the Company, and includes any director.
The term “closely related party” is defined in the new legislation to include, in respect of a member of key
management personnel:
- a spouse or child of the member;
- a child or spouse of the member’s spouse;
- a dependent of the member or the member’s spouse;
- 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 dealings with the Company;
- a company the member controls; or
- a person prescribed by regulations that may be made for this purpose.
Although the effect of Resolution 1 is advisory only, the recent amendments to the Corporations Act
referred to above have also introduced what has been referred to as the ‘two strikes’ rule. Under this rule,
companies will be required to put a resolution to shareholders to hold fresh elections for directors if at two
consecutive annual general meetings more than 25% of the votes cast on a resolution (such as Resolution
1) to adopt the remuneration report are cast against that resolution. Accordingly, if 25% or more of the
votes cast at the meeting on Resolution 1 are against that resolution, and (at the next annual general
meeting in 2013) if 25% of the votes are cast against the resolution to adopt the 2012/2013 remuneration
report, then the Company will be required to propose a resolution to hold another general meeting within
the following 90 days. If such a resolution is passed, then at the subsequent general meeting all Directors
(other than a Managing Director) who were in office when the remuneration report was approved at board
level will cease to hold office (but may, if eligible, stand for re-election).
RESOLUTIONS 2 TO 3 (INCLUSIVE) – RE-ELECTION OF DIRECTORS
Clause 11.12 of the Company’s Constitution provides that any director appointed under clause 11.11 of the
Company’s Constitution (to fill a casual vacancy or as an addition the existing directors) holds office until
the next annual general meeting of the Company and is then eligible for re-election.
Clause 11.3 of the Company’s Constitution provides that (subject to clause 13.39 which provides that a
Managing Director shall not retire by rotation in accordance with clause 11.3) at the Annual General
Meeting in every year one-third of the directors for the time being, or, if their number is not 3 nor a multiple
of 3, then the number nearest one-third, must retire from office. Under clause 11.12 directors appointed
under clause 11.11 are not to be taken into account in determining the directors who are to retire by
rotation at the meeting. Accordingly, Resolutions 2 and 3 seek the re-election of the directors who retire by
rotation, Mr Grant Button and Mr Kofi Morna, as Directors of the Company.
In the event that Resolutions 2 to 3 (inclusive) are passed, the Board will consist of Ed Nealon (Chairman
and executive director), Robert Hair (Managing Director), Klaus Borowski (non-executive director), Kofi
FERRUM CRESCENT LIMITED
ACN 097 532 137
NOTICE OF MEETING
Morna (non-executive director), Grant Button (non-executive director) and Ted Droste (non-executive
director).
A profile of each of Grant Button and Kofi Morna is provided below.
Mr Grant Button
Non-Executive director
Mr Button is a qualified accountant and has 21 years financial and other commercial management and
transactional experience. Mr Button has 19 years’ experience at a senior management level in the
resources industry. He has acted as an executive director, managing director, finance director, CFO and
company secretary of a range of publicly listed companies. He is also an executive director of Magnum
Mining & Exploration Limited (ASX: MGU) and executive director of Sylvania Platinum Limited (AIM: SLP).
Mr Button was non-executive chairman of Alamar Resources Limited (ASX: ALG) until his resignation on 11
April 2011 and non-executive chairman of Realm Resources Limited (ASX: RRP) until his resignation on 20
October 2011. He was also a director of the Company (then Washington Resources Limited) until his
resignation on 1 December 2008. Otherwise, he has not been a director of a listed company in the last
three years. Mr Button is chairman of the Company’s Audit Committee and Nomination Committee and a
member of the Company’s Remuneration Committee.
Mr Kofi Morna
Non-Executive director
Mr Morna holds a Master of Business Administration degree from the London Business School and a
Bachelor of Science degree from Princeton University. He is a non-executive director of Aquarius Platinum
Limited (ASX: AQP) and is an Executive director of Savannah Resources (Pty) Ltd. He has a broad
exposure to the iron ore industry in RSA and is a director of Mkhombi Investments (Pty) Ltd, the Company’s
BEE partner. Mr Morna is a member of the Nomination Committee of the Company. Otherwise, he has not
been a director of a listed company in the last three years.
The Directors (other than Messrs Button and Morna who abstain from making any recommendation
in relation to the resolution relating to themselves) recommend that shareholders vote in favour of
Resolutions 2 to 3 (inclusive).
FERRUM CRESCENT LIMITED
ACN 097 532 137
NOTICE OF MEETING
GLOSSARY
Annual General Meeting or Meeting means the meeting convened by the Notice of Meeting.
ASX means Australian Securities Exchange.
ASX Listing Rules means the official listing rules of ASX.
Board means the current board of directors of the Company.
Company means Ferrum Crescent Limited A.C.N. 097 532 137.
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.
Ferrum or Ferrum Crescent means Ferrum Crescent Limited A.C.N. 097 532 137.
Notice of Meeting means this notice of annual general meeting including the Explanatory
Statement.
Resolution means a resolution set out in the Notice of Meeting.
Shareholder means a holder of Shares in the Company.
WST means Western Standard Time as observed in Perth, Western Australia.
$ or $A means Australian dollars.
Johannesburg
30 October 2012
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
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