Highlands Natural Resources Regulatory News (HNR)

18 May 2006 07:00

Hardman Resources Limited18 May 2006 STOCK EXCHANGE / MEDIA RELEASE RELEASE DATE: 18 May 2006 AUSTRALIAN CONTACT: Simon Potter Hardman Resources Ltd +61 8 9261 7600 LONDON CONTACT: Patrick Handley Brunswick Group +44 207 404 5959 RE: CHAIRMAN'S 2006 AGM PRESENTATION PAGES: 5 Hardman Resources Ltd provides a copy of the Chairman's presentation toshareholders at the Annual General Meeting held on 18 May 2006. A copy of the presentation is available at www.hdr.com.au. RICHARD O'SHANNASSYCOMPANY SECRETARY Chairman: Good morning ladies and gentlemen, I am Alan Burns, Chairman of HardmanResources Limited ("Hardman"). Under the Company's Constitution I am to chairthe Annual General Meeting. As the appointed time of meeting has arrived and as the necessary quorum ispresent, I welcome members and invited guests to the 20th Annual General Meetingand I declare the meeting properly constituted. With your permission, I suggestwe take the notice convening the meeting as read. I would like to introduce to you from my right outwards: • General Counsel & Company Secretary- Mr Richard O'Shannassy • Chief Executive Officer And Managing Director - Mr Simon Potter • Non Executive Director - Mr Peter Raven • Non Executive Director - Mr Bob Carroll • And, Chief Financial Officer - Mr Peter Thomas We also have in attendance today Mr John Conlin and Mr Peter Mansell who are tojoin the Board following this meeting. Both John and Peter's biographies havebeen circulated to shareholders. John and Peter are at the rear of the hall andwill be pleased to talk to shareholders post this event. Mr John O'Connor from our auditors, PricewaterhouseCoopers, and a representativefrom Hay Group, Hardman's external remuneration advisors are also in attendance. This meeting is convened to comply with statutory requirements but it should beviewed as an opportunity for all shareholders to learn more about your company. The meeting will be conducted in the following format. I propose to make someintroductory remarks, which will be followed by the formal business of themeeting. I will then invite your CEO and Managing Director, Mr Simon Potter, tomake a presentation to you. The meeting will be conducted so that shareholders as a whole have a reasonableopportunity to ask questions of the directors, management of the company andalso of the auditors. I will now turn to the business outlined in the Notice of Meeting. Before doingso I will inform you of the proxies received for this meeting. PROXIES ANNUAL GENERAL MEETING 18 MAY 2006 Resolution For Against Discretionary Abstain 1. Approval of 96,788,380 5,072,996 620,942 3,874,168 Remuneration Report 2. Re-election of Mr 104,442,918 1,395,854 419,441 30,533 Alan Burns 3. Adoption of New 104,442,918 1,060,486 416,441 45,267 Constitution 4. Increase in Maximum 64,542,009 41,097,385 564,899 131,485 Aggregate Fees Payable to Non-Executive Directors 5. Approval of Hardman 94,745,020 2,564,242 388,107 310,516 Long-Term Incentive Plan 6. Approval of CEO & 95,265,380 2,285,112 388,107 69,501 Managing Director's Participation in Hardman Long-Term Incentive Plan I will now deal with the shareholder questions that have been forwarded prior tothe meeting. 1. I note that Mr Mansell is up for election to the Board. Mr Mansellholds four directorships plus two positions as Chairman, so I ask the question -how can he possibly give adequate time for this extra position? The Board considers that its deliberations will benefit from Mr Mansell's widecorporate experience. In considering candidates for Non-executive roles, we wereactively looking for people with a wide range of corporate experience at Boardlevel as well as the contacts and perspective that serving on different boardscan bring. Mr Mansell and the Board have assessed his time commitments andhaving considered the likely time he will need to devote to his Non-executiverole are very comfortable that he will be able to spend the necessary time forus to benefit from this experience. 2. Why no dividends in the foreseeable future? I have two similarquestions on this. The Board will keep dividend policy under review, but for the foreseeable futuredoes not intend to propose a dividend as the company has an attractive range ofnew investment opportunities available to it, and in common with most of its E&Psector peers and international competitors, the company seeks to delivershareholder returns through capital growth, not income. 3. Why doesn't the Company include reply paid envelopes for return ofAGM proxy forms? We will do so in future. 4. Please spell out the full development - tax - royalties andconditions applying to Mauritania leases - sovereign risk is a concern!! The detailed PSC terms are confidential, but if you look on our website you willfind presentations with a summary of the essential features. These include acost recovery cap of between 50 and 60%, a division of profit oil between thestate and contractor, and tax at 25%. 5. Under Resolution 4 - shareholders are asked to increaseNon-executive remuneration from $600,000 to $1,200,000. Then under dividends anddistribution the Board advises not to pay dividends for the foreseeable future.Is this fair? I have commented on dividend policy a moment ago. As already noted, I will beelaborating on this resolution shortly, so for now would just point out that theproposed increase in the cap for Non-executive directors is just that - a cap -and not a proposal to increase fees. There is no proposal to increase fees atthis time. I now invite the CEO and Managing Director Mr Simon Potter to make apresentation to you. This information is provided by RNS The company news service from the London Stock Exchange