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TAW - Tawana Resources NL - Notice of 2009 annual general meeting, explanatory

Release Date: 29/04/2010 09:17:03      Code(s): TAW
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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