24 Oct 2008 11:38
INTERNATIONAL FERRO METALS LIMITED
(ACN 099 355 790)
("the Company")
Notice of Annual General Meeting of Shareholders
24th October 2008
To be held at:
Level 27, AMP Centre, 50 Bridge Street, Sydney, NSW, 2000
On:
Wednesday, 12 November 2008 at 10:00am (Sydney time)
On 16 October, notice was given to International Ferro Metals Limited shareholders of the Company's annual general meeting to be held on Wednesday, 12 November 2008 at 10:00 am (Sydney time) at Level 27, AMP Centre, 50 Bridge Street, Sydney, NSW, 2000. The purpose of the Meeting is to consider, and if thought fit, to pass with or without modification the following resolutions. Resolutions 1 to 7 will be proposed as ordinary resolutions and resolution 8 will be proposed as a special resolution.
REPORTS AND ACCOUNTS
To receive the Financial Statements and the Reports of the Directors and Independent Auditor for the financial year ended 30 June 2008.
ORDINARY RESOLUTION 1
Election of Director
"That, Mr David Kovarsky, having been appointed as a director of the Company since the last annual general meeting, who retires in accordance with clause 20.5 of the Constitution of the Company and being eligible, is elected as a Director of the Company".
ORDINARY RESOLUTION 2
Re-election of Director
"That, in accordance with clause 21.3 of the Constitution of the Company, Mr Terence Willsteed retires by rotation, and being eligible, is re-elected as a Director of the Company".
ORDINARY RESOLUTION 3
Re-election of Director
"That, in accordance with clause 21.3 of the Constitution of the Company, Ms Tian Xia retires by rotation and being eligible, is re-elected as a Director of the Company".
SPECIAL BUSINESS
ORDINARY RESOLUTION 4
Issue of options to Mr Anthony Grey
"That for the purposes of section 208 of the Corporations Act 2001 (Cth) and for all other purposes, the issue to Mr Anthony Grey (a Director of the Company) or his nominee, of 1,000,000 options to subscribe for fully paid ordinary shares in the Company on the terms set out in the Explanatory Memorandum accompanying this Notice of General Meeting and the issue to Mr Anthony Grey or his nominee of fully paid ordinary shares in the Company upon the full or partial exercise of such options, is hereby approved."
ORDINARY RESOLUTION 5
Issue of options to Mr Stephen Turner
"That for the purposes of section 208 of the Corporations Act 2001 (Cth) and for all other purposes, the issue to Mr Stephen Turner (a Director of the Company) or his nominee, of 1,000,000 options to subscribe for fully paid ordinary shares in the Company on the terms set out in the Explanatory Memorandum accompanying this Notice of General Meeting and the issue to Mr Stephen Turner or his nominee of fully paid ordinary shares in the Company upon the full or partial exercise of such options, is hereby approved."
ORDINARY RESOLUTION 6
Issue of options to Mr Xiaoping Yang
"That for the purposes of section 208 of the Corporations Act 2001 (Cth) and for all other purposes, the issue to Mr Xiaoping Yang (a Director of the Company) or his nominee, of 500,000 options to subscribe for fully paid ordinary shares in the Company on the terms set out in the Explanatory Memorandum accompanying this Notice of General Meeting and the issue to Mr Xiaoping Yang or his nominee of fully paid ordinary shares in the Company upon the full or partial exercise of such options, is hereby approved."
ORDINARY RESOLUTION 7
Increase of Non-Executive Director cash remuneration cap
"That, in accordance with clause 22.1 of the Constitution, the maximum aggregate amount of cash remuneration which may be provided by the Company to all non-executive directors of the Company for their services as non-executive directors of the Company be increased to £750,000 a year, with effect from the financial year commencing on 1 July 2008."
SPECIAL RESOLUTION 8
Disapplication of pre-emption rights
"That the Directors be and are hereby authorised to allot equity securities for cash in accordance with new clause 3 of the Company's Constitution provided that such powers shall be limited to the allotment of up to 50,756,268 equity securities (such authority to expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, 30 November 2009). The foregoing power shall allow and enable the Directors to make an offer or agreement before the expiry of that power which would or might require securities to be allotted after such expiry as if the power conferred hereby had not expired."
EXPLANATORY MEMORANDUM
The Company's shareholders should read the Explanatory Memorandum accompanying, and forming part of, this Notice of Annual General Meeting for more details on the resolutions to be considered at the Annual General Meeting.
VOTING BY PROXY
Each shareholder entitled to attend and vote at the annual general meeting, may appoint one or more proxies to attend, speak and vote in his/her stead. A proxy need not be a shareholder. A shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of the shareholder's votes.
A proxy form is attached for the convenience of any shareholder who cannot attend the annual general meeting. It should be properly completed and in order to be effective must be lodged, together with the authority (if any) under which it is signed, at the Company's registered office at Level 11, 151 Macquarie Street, Sydney, NSW, 2000 by no later than 10:00 am on Monday, 10 November 2008 (Sydney time). The proxy can also be lodged by fax on +61 2 8298 2060. A shareholder who completes and lodges a form of proxy will nevertheless be entitled to attend and vote in person at the general meeting should he/she subsequently decide to do so.
For more information please visit the Company's website, www.ifml.com or contact:
International Ferro Metals Limited
Wayne Kernaghan, Company Secretary
Mob: + 61 (0) 407233 153