26 Oct 2011 14:00
INTERNATIONAL FERRO METALS LIMITED
(ACN 099 355 790)
("the Company")
Notice of Annual General Meeting of Shareholders
To be held at:
Level 27, AMP Centre, 50 Bridge Street, Sydney, NSW, 2000
On:
Wednesday, 23 November 2011 at 10:00am (Sydney time)
On 26 October 2011, notice was given to International Ferro Metals Limited shareholders of the Company's annual general meeting (the "Meeting") to be held on Wednesday, 23 November 2011 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 6 will be proposed as ordinary resolutions and resolution 7 will be proposed as a special resolution.
1. REPORTS AND ACCOUNTS
To receive the Financial Statements and the Reports of the Directors and Independent Auditor for the financial year ended 30 June 2011.
2. ORDINARY RESOLUTION 1
Remuneration Report
"That Remuneration Report contained in the Financial Statements for the financial year ended 30 June 2011 is adopted."
Note - the vote on this resolution is advisory only and does not bind the Directors or the Company.
3. 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".
4. 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".
5. ORDINARY RESOLUTION 4
Election of Director
"That, Mr Christiaan Jordaan, 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".
6. ORDINARY RESOLUTION 5
Issue of Rights
"That, subject to the approval of Resolution 4, for the purposes of the Listing Rules of the London Stock Exchange and for all other purposes, the issue under the Company's Performance Rights Plan to Mr Christiaan Jordaan (a Director of the Company) or his nominee, of 4,000,000 rights to subscribe for fully paid ordinary shares in the Company on the terms (including as to the exercise price) set out in the attached Explanatory Memorandum accompanying this Notice of Annual General Meeting and the issue to Mr Christiaan Jordaan of fully paid ordinary shares in the capital of the Company upon the full or partial exercise of such rights, is hereby approved."
7. ORDINARY RESOLUTION 6
Issue of rights
"That, subject to the approval of Resolution 4, for the purposes of the Listing Rules of the London Stock Exchange and for all other purposes, the issue under the Company's Performance Rights Plan to Mr Christiaan Jordaan (a Director of the Company) or his nominee, of such number of rights to receive fully paid ordinary shares in the Company as is equivalent to the value of ZAR6,000,000 calculated as set out in the attached Explanatory Memorandum and subject to the Company achieving certain performance targets and otherwise on the terms set out in the attached Explanatory Memorandum accompanying this Notice of Annual General Meeting, and the issue to Mr Christiaan Jordaan of fully paid ordinary shares in the capital of the Company upon the full or partial exercise of such rights, is hereby approved."
8. SPECIAL RESOLUTION 7
Disapplication of pre-emption rights
"That, in addition to any rights to subscribe for or receive fully paid ordinary shares in the Company authorised to be issued under Resolutions 5 and 6, the Directors be and are hereby authorised to allot equity securities for cash in accordance with clause 3 of the Constitution of the Company provided that such powers shall be limited to the allotment of up to 27,700,402 equity securities (such authority to expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, 30 November 2012). 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 and the Directors may allot equity securities pursuant to any such offer or agreement 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 11:00 am on Monday, 21 November 2011 (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 visit the Company's website, www.ifml.com or contact:
International Ferro Metals Limited
Wayne Kernaghan, Company Secretary
Mob: + 61 (0) 407 233 153