Annual Report and Notice of Annual General Meeting
31 October 2011
The Manager
Company Announcements
Australian Securities Exchange Limited
Level 6, 20 Bridge Street
Sydney NSW 2000
By e-lodgement
ANNUAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING
Please find attached the Company's notice of meeting that has been
despatched to shareholders. A copy of the full explanatory statement of the
notice of meeting along with the Company's Annual Report is available on the
company's website - www.rangeresources.com.au
For and on behalf of the Board
Yours faithfully
Peter Landau
Executive Director
Ends
Contacts
Range Resources Limited
Peter Landau
Tel : +61 (8) 8 9488 5220
Em: plandau@rangeresources.com.au
Australia London
PPR Tavistock Communications
David Tasker Ed Portman/Paul Youens
Tel: +61 (8) 9388 0944 Tel: + 44 (0) 20 7920 3150
Em: david.tasker@ppr.com.au Em: eportman@tavistock.co.uk
RFC Corporate Finance (Nominated Advisor) Old Park Lane Capital (Joint Broker)
Stuart Laing Michael Parnes
Tel: +61 (8) 9480 2500 Tel: +44 (0) 207 493 8188
Panmure Gordon (Joint Broker)
Katherine Roe / Brett Jacobs
Tel: +44 (0) 207 459 3600
Important Information
TIME AND PLACE OF MEETING
Notice is given that the annual general meeting of the Shareholders to which
this Notice of Meeting relates will be held at 2pm (WST) on 30 November 2011
at:
University of Western Australia
Seminar Room 3
Hackett Drive, Crawley, WA 6009
YOUR VOTE IS IMPORTANT
The business of the Annual General Meeting affects your shareholding and your
vote is important.
VOTING ELIGIBILITY
The Directors have determined pursuant to Regulation 7.11.37 of the
Corporations Regulations 2001 (Cth) that the persons eligible to vote at the
Annual General Meeting are those who are registered Shareholders at 2pm (WST)
(5pm Sydney daylight savings time) on 28 November 2011.
VOTING IN PERSON
To vote in person, attend the Annual General Meeting at the time, date and
place set out above.
VOTING BY PROXY
To vote by proxy, please complete and sign the enclosed Proxy Form and return
by the time and in accordance with the instructions set out on the Proxy Form.
New sections 250BB and 250BC of the Corporations Act came into effect on 1
August 2011 and apply to voting by proxy on or after that date. Shareholders
and their proxies should be aware of these changes to the Corporations Act, as
they will apply to this Annual General Meeting. Broadly, the changes mean
that:
- if proxy holders vote, they must cast all directed proxies as
directed; and
- any directed proxies which are not voted will automatically
default to the Chair, who must vote the proxies as directed.
Further details on these changes is set out below.
Proxy vote if appointment specifies way to vote
Section 250BB(1) of the Corporations Act provides that an appointment of a
proxy may specify the way the proxy is to vote on a particular resolution and,
if it does:
- the proxy need not vote on a show of hands, but if the proxy does so, the
proxy must vote that way (i.e. as directed); and
- if the proxy has 2 or more appointments that specify different ways to vote
on the resolution - the proxy must not vote on a show of hands; and
- if the proxy is the chair of the meeting at which the resolution is voted on
- the proxy must vote on a poll, and must vote that way (i.e. as directed);
and
- if the proxy is not the chair - the proxy need not vote on the poll, but if
the proxy does so, the proxy must vote that way (i.e. as directed).
Transfer of non-chair proxy to chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
- an appointment of a proxy specifies the way the proxy is to vote on a
particular resolution at a meeting of the Company's members; and
- the appointed proxy is not the chair of the meeting; and
- at the meeting, a poll is duly demanded on the resolution; and
- either of the following applies:
- the proxy is not recorded as attending the meeting;
- the proxy does not vote on the resolution,
the chair of the meeting is taken, before voting on the resolution closes, to
have been appointed as the proxy for the purposes of voting on the resolution
at the meeting.
business of the meeting
AGENDA
Ordinary business
Financial Statements and Reports
To receive and consider the annual financial report of the Company for the
financial year ended 30 June 2011 together with the declaration of the
directors, the directors' report, the remuneration report and the auditor's
report.
1. Resolution 1 - Adoption of Remuneration Report
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as a non-binding resolution:
"That, for the purpose of Section 250R(2) of the Corporations Act and for all
other purposes, approval is given for the adoption of the Remuneration Report
as contained in the Company's annual financial report for the financial year
ended 30 June 2011"
Note: the vote on this Resolution is advisory only and does not bind the
Directors or the Company.
Voting Prohibition Statement:
A vote on this Resolution must not be cast (in any capacity) by or on behalf
of any of the following persons:
(a) a member of the Key Management Personnel, details of whose remuneration
are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.
However, a person described above may vote on this Resolution if:
(c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(d) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.
2. Resolution 2 - Re-election of Director - Mr Marcus Edward-Jones
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That, for the purpose of clause 13.2 of the Constitution and for all other
purposes, Mr Marcus Edward Jones, a Director, retires by rotation, and being
eligible, is re-elected as a Director."
3. Resolution 3 - Ratification of Prior Issue of Securities - Shares and Options
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes,
Shareholders ratify the allotment and issue of 83,563,829 Shares and
41,781,915 Options on the terms and conditions set out in the Explanatory
Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution
by a person who participated in the issue and any associates of those persons.
However, the Company need not disregard a vote if it is cast by a person as a
proxy for a person who is entitled to vote, in accordance with the directions
on the Proxy Form, or, 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.
4. Resolution 4 - Placement - Shares
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That, for the purpose of ASX Listing Rule 7.1 and for all other purposes,
approval is given for the Directors to allot and issue up to that number of
Shares, when multiplied by the issue price, will raise up to $10,000,000 on
the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution
by any person who may participate in the proposed issue and a person who might
obtain a benefit, except a benefit solely in the capacity of a holder of
ordinary securities, if the Resolution is passed and any associates of those
persons. However, the Company need not disregard a vote if it is cast by a
person as a proxy for a person who is entitled to vote, in accordance with the
directions on the Proxy Form, or, 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.
5. Resolution 5 - Adoption of New Constitution
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as a special resolution:
"That, for the purposes of Section 136(2) of the Corporations Act and for all
other purposes, the Company adopts a new constitution in the form as signed by
the Chairman of the Meeting for identification purposes, in lieu of the
existing constitution of the Company."
DATED: 27 OCTOBER 2011
BY ORDER OF THE BOARD
Jane Flegg
COMPANY SECRETARY
A copy of the full explanatory statement is available on the Company's Website