Notice of General Meeting
5 August 2009
Via e-lodgement
Notice of General Meeting
Please find attached the Company's notice of meeting that has been despatched
to shareholders. A copy of the full explanatory statement is available on the
company's website - www.rangeresources.com.au
Yours faithfully
Peter Landau
Executive Director
Range Resources Limited
ABn 88 002 522 009
NOTICE OF GENERAL MEETING
TIME: 10 am (WST)
DATE: 4 September 2009
PLACE: The University Club of WA
Seminar Room 3
Hackett Drive (Entrance Carpark 3)
Crawley, WA 6009
This Notice of Meeting should be read in its entirety. If Shareholders are
in doubt as to how they should vote, they should seek advice from their
professional advisers prior to voting.
Should you wish to discuss the matters in this Notice of Meeting please do
not hesitate to contact the Company Secretary on (+61 8) 9488 5220.
CONTENTS PAGE
Notice of General Meeting (setting out the proposed resolutions) 3
Explanatory Statement (explaining the proposed resolutions) 6
Glossary 15
Proxy Form 19
TIME AND PLACE OF MEETING AND HOW TO VOTE
VENUE
The Annual General Meeting of the Shareholders to which this Notice of Meeting
relates will be held at 10 am (WST) on 4 September 2009 at:
The University Club of WA
Seminar Room 3
Hackett Drive (Entrance Carpark 3)
Crawley, WA 6009
YOUR VOTE IS IMPORTANT
The business of the General Meeting affects your shareholding and your vote is
important.
VOTING IN PERSON
To vote in person, attend the General Meeting on the date and at the place set
out above.
VOTING BY PROXY
To vote by proxy, please complete and sign the enclosed Proxy Form and return
by:
(a) post to Computershare Investor Services Pty Limited, GPO Box D182, Perth, Western Australia 6840; or
(b) facsimile to the Company on facsimile number (+61 8) 9324 2400
so that it is received not later than 10:00 am (WST) on 2 September 2009.
Proxy Forms received later than this time will be invalid.
NOTICE OF GENERAL MEETING
Notice is given that the General Meeting of Shareholders will be held at 10 am
(WST) on 4 September 2009 at The University Club of WA, Formal Dining Room,
Hackett Drive (Entrance Carpark 3) Crawley, WA 6009.
The Explanatory Statement to this Notice of Meeting provides additional
information on matters to be considered at the 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 of the
Corporations Regulations 2001 (Cth) that the persons eligible to vote at the
General Meeting are those who are registered Shareholders of the Company no
later than the close of business on 2 September 2009.
Terms and abbreviations used in this Notice of Meeting and Explanatory
Statement are defined in the Glossary.
AGENDA
1. Resolution 1 - Approval of the issue of securities to acquire a 50% interest in
Strait Oil & Gas Limited
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 allotment and issue of up to:
(a) 70,000,000 Shares; and
(b) 70,000,000 Listed Options (RRSO - $0.05, 31 December 2011);
to Strait Oil & Gas Limited as part consideration for the acquisition by the
Company of a 50% interest in Strait Oil & Gas Limited on the terms and
conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution
by Strait Oil & Gas Limited and any associates of Strait Oil & Gas Limited and
any person who might obtain a benefit, except a benefit solely in the capacity
of a holder of ordinary securities, if the resolution is passed. 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.
2. Resolution 2 - Ratification of issue of securities TO Taghmen Ventures Limited
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 12,000,000 Shares, 3,600,000
Listed Options (RRSOA - $1.00, 1 October 2010) and 180,000 Unlisted Options
($0.50, 30 June 2010) to Taghmen Ventures Limited 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 participated in the issue and any of their associates and
any person who might obtain a benefit, except a benefit solely in the capacity
of a holder of ordinary securities, if the resolution is passed. 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.
3. Resolution 3 - Ratification of issue of securities TO Amala Management Limited
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 3,000,000 Shares, 900,000
Listed Options (RRSOA - $1.00, 1 October 2010) and 45,000 Unlisted Options
($0.50, 30 June 2010) to Amala Management Limited 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 participated in the issue and any of their associates and
any person who might obtain a benefit, except a benefit solely in the capacity
of a holder of ordinary securities, if the resolution is passed. 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 - Ratification of issue of securities - July 2009 Placement
To consider and, if thought fit, to pass, with or without amendment, the
following resolutions as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4, and for all other purposes,
Shareholders ratify the allotment and issue of 20,341,983 Shares on the terms
and conditions set out in the Explanatory Statement accompanying this Notice
of Meeting."
Voting Exclusion: The Company will disregard any votes cast on this Resolution
by any person who participated in the issue and any of their associates and
any person who might obtain a benefit, except a benefit solely in the capacity
of a holder of ordinary securities, if the resolution is passed. 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 - Approval of issue of securities - July 2009 Placement
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.1, and for all other purposes,
approval is given for the Company to issue and allot 79,658,017 Shares and
100,000,000 Listed Options (RRSO -$0.05, 31 December 2011), on the terms and
conditions set out in the Explanatory Statement accompanying this Notice of
Meeting."
Voting Exclusion: The Company will disregard any votes cast on this Resolution
by any person who may participate in the issue and any of their associates and
any person who might obtain a benefit, except a benefit solely in the capacity
of a holder of ordinary securities, if the resolution is passed. 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.
6. Resolution 6 - Approval of issue of securities - september 2009 Placement
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 Shares raising a total
of up to $5,000,000 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 issue and any of their associates and
any person who might obtain a benefit, except a benefit solely in the capacity
of a holder of ordinary securities, if the resolution is passed. 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.
7. Resolution 7 - Re-election of director - Mr Anthony Eastman
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That, Mr Anthony Eastman, a Director who retires in accordance with clause
52.2 of the Constitution and being eligible, is hereby re-elected as a
Director."
DATED: 5 August 2009
BY ORDER OF THE BOARD
ANTHONY EASTMAN
COMPANY SECRETARY
Voting Exclusion Note:
Where a voting exclusion applies, 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.
PROXY FORM
APPOINTMENT OF PROXY
RANGE RESOURCES LIMITED
ABN 88 002 522 009
GENERAL MEETING
I/We
of
being a member of Range Resources Limited entitled to attend and vote at the
General Meeting, hereby
Appoint
Name of proxy
OR the Chair of the General Meeting as your proxy
or failing the person so named or, if no person is named, the Chair of the
General Meeting, or the Chair's nominee, to vote in accordance with the
following directions, or, if no directions have been given, as the proxy sees
fit, at the General Meeting to be held at 10.00am (WST), on Monday 4 September
2009 at The University Club of Western Australia, Seminar Room 3, Hackett
Drive, Crawley, Western Australia, and at any adjournment thereof.
If no directions are given, the Chair will vote in favour of all the
Resolutions.
By marking this box, you acknowledge that the Chair of the General Meeting may
exercise your proxy even if he has an interest in the outcome of Resolutions 1
to 7 and that votes cast by the Chair of the General Meeting for Resolutions 1
to 7 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,
the Chair will not cast your votes on Resolutions 1 to 7 and your votes will
not be counted in calculating the required majority if a poll is called on
Resolutions 1 to 7.
OR
Voting on Business of the General Meeting
FOR AGAINST ABSTAIN
Resolution 1 - Approval of the Issue of Securities to Acquire a 50%
Interest in Georgian Oil and Gas Blocks
Resolution 2 - Ratification of Issue of Securities to Taghmen Ventures
Limited
Resolution 3 - Ratification of Issue of Securities to Amala Management
Limited
Resolution 4 - Ratification of Issue of Securities - July 2009
Placement
Resolution 5 - Approval of Issue of Securities - July 2009 Placement
Resolution 6 - Approval of Issue of Securities - September 2009
Placement
Resolution 7 - Re-election of Director - Anthony Eastman
Please note: If you mark the abstain box for a particular Resolution, you are
directing your proxy not to vote on that Resolution on a show of hands or on a
poll and your votes will not to be counted in computing the required majority
on a poll.
Signature of Member(s): Date: ______________________
Individual or Member 1 Member 2 Member 3
Sole Director/Company Secretary Director Director/Company Secretary
Contact Name: ____________________________ Contact Ph (daytime): _____________________________
Range Resources Limited
ABN 88 002 522 009
Instructions for Completing `Appointment of Proxy' Form
1. A Shareholder entitled to attend and vote at a meeting is entitled to
appoint not more than two proxies to attend and vote on their behalf. Where
more than one proxy is appointed, such proxy must be allocated a proportion of
the Shareholder's voting rights. If the Shareholder appoints two proxies and
the appointment does not specify this proportion, each proxy may exercise half
the votes.
2. A duly appointed proxy need not be a Shareholder of the Company. In the
case of joint holders, all must sign.
3. Corporate shareholders should comply with the execution requirements set
out on the proxy form or otherwise with the provisions of Section 127 of the
Corporations Act. Section 127 of the Corporations Act provides that a company
may execute a document without using its common seal if the document is signed
by:
(a) Directors of the company;
(b) a Director and a company secretary of the company; or
(c) for a proprietary company that has a sole Director who is also the sole
company secretary - that Director.
For the Company to rely on the assumptions set out in Section 129(5) and (6)
of the Corporations Act, a document must appear to have been executed in
accordance with Section 127(1) or (2). This effectively means that the status
of the persons signing the document or witnessing the affixing of the seal
must be set out and conform to the requirements of Section 127(1) or (2) as
applicable. In particular, a person who witnesses the affixing of a common
seal and who is the sole Director and sole company secretary of the company
must state that next to his or her signature.
4. Completion of a proxy form will not prevent individual Shareholders from
attending the meeting in person if they wish. Where a Shareholder completes
and lodges a valid proxy form and attends the meeting in person, then the
proxy's authority to speak and vote for that Shareholder is suspended while
the Shareholder is present at the meeting.
5. Where a proxy form or form of appointment of corporate representative is
lodged and is executed under power of attorney, the power of attorney must be
lodged in like manner as this proxy.
6. To vote by proxy, please complete and sign the proxy form enclosed and
either:
(a) send the proxy form by post to Range Resources Limited, Level 3, 1 Havelock
Street, West Perth WA 6005; or
(b) send the proxy form by facsimile to the Company on facsimile number (08) 9324 2400,
so that it is received not later than 10 am Wednesday 2 September 2009.
Proxy forms received later than this time will be invalid.