Last checked at 23 Apr 2012 07:00
23 April 2012 TANGIERS PETROLEUM LIMITED NOTICE OF ANNUAL GENERAL MEETING
Tangiers Petroleum Limited ("the Company") announces that it has today posted a circular to shareholders containing notice of annual general meeting ("Meeting") to be held on 31 May 2012. Below is a summary of this notice. A full copy is available from the Company's website at www.tangierspetroleum.com.
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 10am (WST) on 31 May 2012 at:
The George - London Room216 St Georges Terrace, Perth WA 6000
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 10am (WST) on 29 May 2012.
VOTING IN PERSON
To vote in person, attend the Annual General Meeting at the time, date and place set out above.
VOTING BY PROXY
A Member entitled to attend and to vote at the Annual General Meeting is entitled to appoint a proxy to attend and to vote instead of the Member. The proxy need not be a Member and can be an individual or a body corporate. If a Member appoints a body corporate as a proxy, that body corporate will need to ensure that it:
a. appoints an individual as its corporate representative to exercise its
powers at the Annual General Meeting, in accordance with section 250D of
the Corporations Act; and
b. provides satisfactory evidence of the appointment of its corporate
representative prior to commencement of the Annual General Meeting.
If such evidence is not received before the Annual General Meeting, then the body corporate (through its representative) will not be permitted to act as a proxy.
Members are entitled to appoint up to two individuals to act as proxies to attend and vote on their behalf. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Member's voting rights.
A proxy must be signed by the Member or his/her attorney duly authorised in writing or, if the Member is a corporation, under its common seal or under the hand of an authorised officer or attorney. The Proxy Form and the power of attorney or other authority (if any) under which the Proxy Form is signed, or a copy or facsimile which appears on its face to be an authentic copy of that proxy, power or authority, must be returned to Tangier's registered office at an address given below by no later than 10.00am (WST) on Tuesday 29th May 2012:
In person: Tangiers Petroleum Limited14 Emerald TerraceWest Perth, Western Australia 6005By mail: Tangiers Petroleum LimitedPO Box 389West Perth, Western Australia 6872
By fax: +61 8 9322 7211
If the Shares are registered in the name of more than one person, all such Members must sign the Proxy Form. To be valid, a Proxy Form and the Power of Attorney under which it is signed or proof thereof must be to the satisfaction of the Directors.
AGENDA Business
An Explanatory Statement containing information in relation to each of the following Resolutions accompanies the full Notice of Annual General Meeting available from the Company's website at www.tangierspetroleum.com.
Ordinary Business
To receive and consider the annual financial report of the Company for the financial year ended 31 December 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 an ordinary resolution:
"That, for the purposes of Section 250R(2) of the Corporations Act, the remuneration report forming part of the Company's Financial Report, which is available at www.tangierspetroleum.com be adopted."
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Prohibition Statement:
The Company will disregard any votes cast (in any capacity) on Resolution 1 by or on behalf of a member of the Key Management Personnel listed in the Remuneration Report (KMP) or a KMP's closely related party.
However the Company need not disregard a vote if:
(a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; or
(b) it is cast by the person chairing the meeting as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution.
"Closely related party" is defined in the Corporations Act 2001 (Cth) (Corporations Act) and includes a spouse, dependant and certain other close family members, as well as any companies controlled by the KMP.
2. Resolution 2 - Re-election of Director - Mr Graham Anderson
To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, Mr Graham Anderson, being a Director of the Company, retires by rotation in accordance with the Constitution of the Company and being eligible for re-election, be hereby re-elected as a Director of the Company."
3. Resolution 3 - Change in Auditor
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, subject to the Australian Securities and Investments Commission granting its consent to the resignation of the Company's current auditor, RSM Bird Cameron, for the purposes of section 327B of the Corporations Act and for all other purposes, Ernst and Young having been nominated as auditor and having consented in writing to act in the capacity as auditor of the Company, be appointed as auditor of the Company and the Directors be authorised to set its remuneration."
A copy of the full explanatory statement of the notice of meeting is available on the Company's website - www.tangierspetroleum.com
KRYSTEL KIROUJoint Company SecretaryTangiers Petroleum Limited14 Emerald TerraceWest Perth, WA, 6005Ph: +61 (8) 9322 2700Fax: +61 (8) 9322 7211www.tangierspetroleum.comContactsMr Mark CeglinskiChairman+61 8 9263 5205RFC Corporate Finance Limited (Nominated Adviser)Mr Stuart Laing+61 8 9480 2506Old Park Lane Capital PLC (Joint AIM Broker)Mr Michael ParnesMr Luca Tenuta+ 44 20 7493 8188Shore Capital Stockbrokers Ltd (Joint AIM Broker)Mr Jerry KeenMr Bidhi Bhoma+ 44 20 7408 4090Casimir Capital (Principal American Liaison)Mr Stephen Silver+1 212 798 1372
Mr Paul Youens / Mr Ed Portman (Media and Investor Relations - United Kingdom) Tavistock Communications +44 20 7920 3150