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
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