7 Oct 2011 07:31
Dear Sir,
Notice of Annual General Meeting - 9 November 2011
Please find attached hereto a copy of Notice of Annual General Meeting for 9 November 2011, including an Explanatory Memorandum and Proxy Form, dispatched to shareholders today along with the printer's copy of the Annual Report to Shareholders 30 June 2011.
Yours sincerely,Max CozijnChairmanOILEX LTD ABN 50 078 652 632
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS 9 NOVEMBER 2011
AT 3.30pmATTHE CELTIC CLUB,48 ORD STREET, WEST PERTHWESTERN AUSTRALIA
NOTICE OF ANNUAL GENERAL MEETING
Annexure A "Explanatory Memorandum" (attached) should be read in conjunction with this Notice of Meeting.
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Oilex Ltd ABN 50 078 652 632 (Company) will be held at First Floor, The Celtic Club, 48 Ord Street, West Perth, Western Australia on 9 November 2011 at 3.30pm, to conduct the following business:
BUSINESS OF THE MEETING
Financial and other reports
To receive and consider the financial report, together with the directors' report (including the remuneration report) and the auditor's report for the financial year ended 30 June 2011.
In compliance with section 315 of the Corporations Act, these reports are available in PDF format at the Investor Information section of the Company's website at: www.oilex.com.au. If you wish to receive hard copies of these reports, please send a written request to Company Secretary, at Oilex Ltd, Ground Floor, 26 Colin Street, West Perth, WA 6005.
RESOLUTIONS
1. Adoption of Remuneration Report
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the remuneration report for the period ended 30 June 2011 be adopted."
Note: The vote on Resolution 1 will be advisory only and will not bind the Directors or the Company.
2. To re-elect Mr Ben Clube as a Director
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Mr Ben Clube, who retires by rotation as a Director in accordance with the Company's Constitution and, being eligible, offers himself for re-election, be and is hereby re-appointed as a director of the Company."
3. To re-elect Mr Ron Miller as a non-executive Director
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Mr Ron Miller, who retires by rotation as a Director in accordance with the Company's Constitution and, being eligible, offers himself for re-election, be and is hereby re-appointed as a director of the Company."
4. To appoint Mr Sundeep Bhandari as a non-executive Director
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Mr Sundeep Bhandari be appointed as a Director of the Company in accordance with the Company's Constitution and, being eligible, the Board proposes his election and that he be hereby appointed as a Director of the Company".
5. Approval of increase in aggregate annual non-executive Directors'
remuneration
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That for the purpose of Rules 38 and 42 of the Company's constitution, Listing Rule 10.17 and for all other purposes, the aggregate maximum fixed annual amount of remuneration available for non-executive Directors be increased from $250,000 per annum to $500,000 per annum".
Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 5 by a director of the Company and any Associate of those persons.
However the Company will not disregard a vote on Resolution 5 if:
(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) 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. Ratification of previous issue of Shares
To consider and if thought fit, to pass, with or without amendment, the following as an ordinary resolution:
"That for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue and allotment of 30,000,000 Shares at a price of 20 pence per Share predominantly to sophisticated and professional investors in the UK, further details of which are set out in the Explanatory Memorandum."
Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 6 by any person who participated in the issue and any Associate of those persons.
However the Company will not disregard a vote on Resolution 6 if:
(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) 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.
All members are invited to attend.
An Explanatory Memorandum to Shareholders (Annexure A) accompanies this Notice of Meeting.
By Order of the BoardBen Clube
Finance Director and Company Secretary
3 October 2011
PROXIES The Notice of Annual General Meeting can be viewed in hardcopy form (including proxy form) on the Company's website
1. A Proxy Form is enclosed with this Notice of Meeting.
2. Each member who is entitled to attend and cast a vote at the Annual General
Meeting may appoint a proxy. A proxy need not be a member.
3. A member who is entitled to cast 2 or more votes at the Annual General
Meeting may appoint either 1 or 2 proxies. If you wish to appoint 2 proxies you must use a separate proxy form for each proxy and indicate the percentage of your voting rights or the number of shares that each proxy is appointed in respect of on the proxy forms. If you wish to appoint more than 1 proxy you should photocopy the enclosed proxy form or request an additional proxy form to be sent to you. Where a member appoints 2 proxies and does not specify the proportion or number of the member's votes, each proxy may exercise half of the member's rights.
4. An instrument appointing a proxy may not be treated as valid unless the
instrument, and the power of attorney or other authority (if any) under
which the instrument is signed or proof of the power or authority to the
satisfaction of the Directors, is or are:
* deposited at the Company's registered office at Ground Floor, 26 Colin
Street, West Perth, Western Australia;
* sent by facsimile to the Company at fax number (08) 9485 3290; or
* deposited at the Company's share registry, Security Transfer Registrars Pty
Ltd, 770 Canning Highway, Applecross, Western Australia, 6153;
not less than 48 hours before the time for the holding of the Annual General Meeting (or any adjournment of that meeting), as the case may be, at which the person named in the instrument proposes to vote.
5. An instrument appointing a proxy must be in writing under the hand of the
appointer or of the appointer's attorney duly authorised in writing or, if the appointer is a body corporate, either under its common seal if it has a common seal, or under the hand of an officer or duly authorised attorney or duly authorised representative.
6. A body corporate which is a Shareholder, or which has been appointed as a
proxy, may appoint an individual to act as its representative at the Annual General Meeting. The appointment must comply with section 250D of the Corporations Act. The representative should bring evidence of their appointment to the Annual General Meeting, including authority under which their appointment is signed, unless previously given to the Company.
7. In accordance with regulation 7.11.37 of the Corporations Regulations 2001,
the Company has determined that the shareholding of each person for the purposes of determining entitlements to attend and vote at the Annual General Meeting will be the entitlement of that person set out in the Company's register as at 3.30pm (Perth time) on 7 November 2011. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.
GLOSSARY
Words which are defined in the Explanatory Memorandum have the same meaning when used in this Notice of Meeting unless the context requires otherwise. For assistance in considering the Notice of Meeting and Explanatory Memorandum, the following words are defined here:
"A$" means Australian dollars.
"Associates" has the meaning given to that term in section 11 and sections 13 to 17 of the Corporations Act.
"ASX" means ASX Limited ACN 008 624 691 and where the context requires, the financial market operated by ASX Limited trading as the Australian Securities Exchange.
"Board" means the board of Directors of the Company.
"Company" means Oilex Ltd ABN 50 078 652 632.
"Constitution" means the constitution of the Company.
"Corporations Act" means the Corporations Act 2001 (Cth).
"Director" means a director of the Company from time to time.
"Explanatory Memorandum" means the explanatory memorandum accompanying this Notice of Meeting at Annexure A.
"General Meeting" means the general meeting of the Company convened under the Notice of Meeting.
"Listing Rules" means the listing rules of ASX.
"Notice of Meeting" means this notice of general meeting.
"Proxy Form" means the proxy form accompanying the Notice of Meeting.
"Resolution" means a resolution set out in the Notice of Meeting.
"Share" means a fully paid ordinary share in the capital of the Company.
"Shareholder" means a holder of Shares.
ANNEXURE AOILEX LTDEXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting to be held on First Floor, The Celtic Club, 48 Ord Street, West Perth, Western Australia on 9 November 2011.
This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.
BUSINESS OF THE MEETINGFinancial and other reports
Section 317 of the Corporations Act requires the Directors of the Company to put before the Annual General Meeting the financial report, directors' report (including the remuneration report) and the auditor's report for the last financial year that ended before the Annual General Meeting.
In accordance with section 250S of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions or make statements in relation to those reports but no formal resolution to adopt the reports will be put to Shareholders at the Annual General Meeting (save for Resolution 1 in respect of the adoption of the remuneration report).
Shareholders will also be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the preparation and content of the auditor's report. In addition to taking questions at the Annual General Meeting, written questions to the Chairman about the management of the Company, or the Company's auditor about:
* the preparation and content of the auditor's report; * the conduct of the audit; * accounting policies adopted by the Company in relation to the preparation of the financial statements; and * the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than 5 business days before the Annual General Meeting to the registered office of the Company.
A copy of Oilex Ltd's Annual Report 2011 is available in the Investor Information section of the Company's website at: www.oilex.com.au.
RESOLUTIONS
1. Resolution 1 - Adoption of Remuneration Report
Section 250R of the Corporations Act requires that a resolution to adopt the remuneration report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company.
The remuneration report is set out in pages 29 to 37 of the Company's Annual Report 2011, which is available on the Investor Information section of the Company's website at www.oilex.com.au.
In accordance with section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the remuneration report at the Annual General Meeting.
2. Resolution 2 - Re-election of Mr Benedict Clube as a Director
In accordance with Rule 5 of the Company's Constitution and ASX Listing Rule 14.4, a Director cannot hold office for more than 3 years without retiring by rotation. Having been last re-appointed as a Director on 26 November 2009 Mr Clube is to retire by rotation at the Annual General Meeting, and being eligible, offers himself for re-election as a Director.
Mr Clube is based in Perth, Western Australia and has provided the following information in relation to his qualifications and experience:
Full Name: Benedict James Murray Clube
Qualifications: BSc (Hons) Geology Univ. Edinburgh; ACA (ICAEW)
Mr Clube was a senior executive with BHP Billiton Petroleum for 15 years during which time he held a variety of senior management roles, including Vice President of Finance and Planning in Houston, London and Perth. Mr Clube has held the position of Chief Finance and Commercial Officer with Oilex Ltd since July 2008 and the position of Finance Director since 1 July 2009 and Company Secretary since 31 March 2011.
Mr Clube is not currently and has not within the last three years been, a director of any other listed companies. Mr Clube is a director of subsidiary companies within the Oilex group of companies.
The Board, with the exception of Mr Clube, unanimously recommends that members vote in favour of Mr Clube's re-election as a Director.
Mr Clube, or his nominees, holds the following Oilex Ltd securities; 52,174 shares and 4,000,000 unlisted options over ordinary shares.
3. Resolution 3 - Re-election of Mr Ronald Miller as a non-executive Director
In accordance with Rule 5 of the Company's Constitution and ASX Listing Rule 14.4, a Director cannot hold office for more than 3 years without retiring by rotation. Having been last re-appointed as a non-executive Director on 26 November 2009 Mr Miller is to retire by rotation at the Annual General Meeting, and being eligible, offers himself for re-election as a Director.
Mr Miller is based in Perth, Western Australia and has provided the following information in relation to his qualifications and experience:
Full Name: Ronald Lawrence Miller
Qualifications: BSc (Ocean Engineering), MSc (Engineering) Florida USA
Professional Memberships: Chartered Professional Engineer. (1989 -2011), MIE Aust., MAICD
Mr Miller brings more than 35 years of experience in the international petroleum industry including corporate governance, extensive background in leading multi-disciplinary upstream organisations and project developments, including the design and construction of oil and gas projects. During his career to date, Mr Miller has held a range of senior positions including with Mobil, Ampolex, Clough and Hyundai Heavy Industries.
During the last three years Mr Miller has been a director of Neon Energy Limited (formerly Salinas Energy Limited) (from March 2006 to 17 November 2010). Mr Miller is also a director of Ematvil Pty Ltd which provides consultancy services to companies within the Oilex group of companies. Mr Miller directly or indirectly holds 2,524,436 fully paid Shares.
The Board, with the exception of Mr Miller, unanimously recommends that members vote in favour of Mr Miller's re-election as a Director.
Mr Miller, or his nominees, holds the following Oilex Ltd securities; 2,524,436 shares and 2,250,000 unlisted options over ordinary shares.
4. Resolution 4 - To appoint Mr Sundeep Bhandari as a non-executive Director - Vice Chairman
Board Restructure
Mr Laxmi Bhandari has advised the Board of his retirement from the Board effective as from the Close of Business on the date of this AGM. The Company has received Mr Bhandari's respective resignation.
The Board wishes to express its appreciation of the services provided by Mr Bhandari over the years, and wishes him well in his future endeavours.
During the course of the year, the Nomination Committee comprising the full Board of the Company regularly reviews the structure and performance of the Board.
In order to add to the Board's India experienced Directors, in accordance with Rule 6 of the Company's constitution, the Board proposes that Mr Sundeep Bhandari be appointed as a non-executive Director with the position of Vice Chairman.
Mr Sundeep Bhandari is the son of Mr Laxmi Bhandari and has provided the following information about his qualifications and experience: Mr Bhandari has been involved with Oilex since 2005 in an advisory capacity. He has extensive knowledge of the Indian petroleum sector in assisting a number of foreign companies since the first Production Sharing Contracts were awarded in 1994.
Mr. Bhandari, age 49, is a businessman with a Bachelor of Commerce Degree from the Bombay University, India. He has over 23 years of experience in business in India, of which 15 years have been in the energy business. Mr. Bhandari is a well-known Oil and Gas expert in India and has worked with several multinational petroleum companies, including Cairn Energy, Mobil, Marathon, ENI, PGS and Command Petroleum, in developing their businesses in India and has played a major part in several successful exploration and development projects including the producing Ravva Oil and Gas fields, Laxmi and Gauri Gas fields and Cairn Energy's Rajasthan Oilfields. Mr Bhandari is the Chairman - Corporate Advisory Board of Cairn India Ltd.
Mr Bhandari is a Director of India Hydrocarbons Ltd. and is therefore an indirect shareholder of Oilex Ltd. India Hydrocarbons Ltd. currently holds 7.6 million ordinary shares and 4.0 million ordinary options in Oilex. India Hydrocarbons Ltd. has been and continues to assist Oilex in developing its exploration and production portfolio in India, Oman, Timor Leste, and Australia. Mr Bhandari is also Director of Mirage Developments Pvt. Ltd, Datavision Systems Pvt Ltd, Heritage Farm Developers Pvt Ltd, Mogul Resources Ltd, Mogul Resources India Pvt Ltd. In the last 5 years Mr Bhandari has also been a Director of Petrodril Pte Ltd, Comet Infra Developments Pvt and Cairn Energy Developments Pte Ltd.
After these changes the Board will comprise six Directors of which three will be non-executive Directors. It is intended to recruit a UK based non-executive independent director in the near term, as presently over 40% of the company's shares are held by AIM registered shareholders.
Mr Bhandari is not currently and has not within the last three years been, a director of any other publicly listed companies.
5. Resolution 5 - Approval of increase in aggregate annual non-executive Directors' remuneration
Rule 38 of the Company's constitution and Listing Rule 10.17 provide that the Directors' remuneration (excluding the remuneration of an executive Director or the Managing Director) must not exceed the maximum aggregate sum determined by the Company in general meeting, with individual apportionments of that sum remaining within the discretion of the Board. Accordingly, in accordance with Rule 38 of the Company's constitution and Listing Rule 10.17, the Directors seek Shareholder approval to increase the aggregate Director's remuneration for non-executive Directors from $250,000 per annum to $500,000 per annum.
The Director's fees were originally set in 2001 at the time of the Company's admission to the ASX. Whilst the remuneration payable to the non-executive Directors of the Company presently totals $196,200 per annum, it is envisaged that the Company will be seeking to expand the number of non-executive Directors to assist the Company in achieving its objectives and increase Shareholder value. The Board considers that it is appropriate to seek approval for an increase in the non-executive Directors' remuneration at this time for a number of specific reasons:
* To reflect the highly regulated industry in which the Company operates and the associated oversight required to be given by each individual Director in discharging his or her duties as a Director. * To ensure the Company's non-executive Director remuneration practices attract, retain and motivate Directors of a high calibre, and thereby contribute to greater corporate effectiveness. * To have flexibility to increase the number of non-executive Directors on the Board and to assist orderly succession planning. * Attracting the right Board members and providing effective transition arrangements are fundamental to a high performing Board. * To facilitate an orderly transfer of responsibilities, new Directors may be appointed prior to the retirement of existing Directors, resulting in a short term increase in the size of the Board and the total fees payable to the Directors. The proposed increase in the remuneration would enable the Company to facilitate this essential succession planning.
Accordingly, your Directors propose that the non-executive Director remuneration for the ensuing year be $500,000 including payments for the Superannuation Guarantee Levy.
As the non-executive Directors have a personal interest in the proposed resolution, the Directors make no recommendation as to how Members should vote on this resolution. Members should judge for themselves whether or not the increase in the remuneration should be approved.
6 Resolution 6 - Ratification of previous issue of Shares
Background to Resolution 6
On 13 December 2010, the Company announced the completion of a placement of 30,000,000 Shares ("Placement Shares") at an issue price of 20 pence per Share to sophisticated and professional investors in the UK to raise gross proceeds of £6.0million (approximately £5.7million or A$9.1million net of expenses). On 15 December 2010 those Shares were allotted and issued. Ambrian Partners Limited acted as broker for the placement.
Listing Rule 7.4
Listing Rule 7.1 broadly provides that a listed company may not issue securities in any twelve (12) month period which, when aggregated with the number of the other securities issued within that twelve (12) month period, exceed 15% of the number of ordinary shares on issue at the beginning of the 12 month period, unless the issue falls within one of the nominated exceptions or the prior approval of members of the company in general meeting is obtained.
It is possible under Listing Rule 7.4 to ratify previous issues that were made without shareholder approval under Listing Rule 7.1. The effect of such ratification is to restore the company's discretionary power to issue further shares up to 15% of the number of the company's issued Shares at the beginning of the relevant twelve (12) month period without obtaining shareholder approval.
The Company experiences delays and incurs costs when obtaining Shareholder approval each time it wishes to issue securities which exceed the 15% limit and which do not otherwise fall within one of the exceptions to Listing Rule 7.1. It is for these reasons that the Company has chosen to take this opportunity to ratify the issue of the Placement Shares and thereby restore its 15% discretionary authority to issue future Shares without shareholder approval.
For the purposes of Listing Rule 7.4, and in compliance with Listing Rule 7.5, Shareholders are advised as follows:
1. the number of securities issued and allotted under Resolution 1 is 30
million Shares;
2. the Shares were issued at an issue price of 20 pence per Share
(approximately A$0.32 per Share);
3. the Shares are fully paid ordinary shares in the capital of the Company and
rank pari passu in all respects with the Company's existing Shares;
4. the Shares have been issued to sophisticated and professional investors in
the United Kingdom; and
5. the funds raised by the issue of the Placement Shares will be utilised by
the Company primarily for drilling on the Cambay Production Sharing
Contract "tight" Eocene reservoirs in Gujarat, India and for working
capital purposes.
XLON