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TAW - Tawana Resources NL - Notice of General Meeting

Release Date: 20/04/2011 11:18:01      Code(s): TAW
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):                                         
..........................................................................      
................................................                                
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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