31 Oct 2012 07:00
30 October 2012The ManagerCompany AnnouncementsAustralian Securities Exchange LimitedLevel 6, 20 Bridge StreetSydney NSW 2000By e-lodgement
ANNUAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING
Please find attached the Company's notice of meeting that has been despatched to shareholders together with the personalised proxy form.
A copy of the full Annual Report and full explanatory statement of the Notice of Annual General Meeting is available on the company's website www.rangeresources.com.au and also on the Australian Securities Exchange website www.asx.com.au .
For and on behalf of the Board
Yours faithfullyPeter LandauExecutive DirectorEndsContactsRange Resources LimitedPeter LandauTel : +61 (8) 9488 5220Em: plandau@rangeresources.com.auPPR (Australia) Tavistock Communications (London)David Tasker Ed PortmanTel: +61 (8) 9388 0944 Tel: + 44 (0) 207 920 3150Em: david.tasker@ppr.com.au Em: eportman@tavistock.co.ukRFC Ambrian Limited (Nominated Advisor) Old Park Lane Capital (Joint Broker)Stuart Laing Michael ParnesTel: +61 (8) 9480 2500 Tel: +44 (0) 207 493 8188Fox-Davies Capital Limited GMP Securities Europe LLP (Joint Broker)Daniel Fox-Davies / Richard Hail James Pope / Chris BeltgensTel: +44 (0) 203 463 5000 Tel: +44 (0) 207 647 2800 Range Resources Limited ACN 002 522 009 Notice of Annual General Meeting TIME: 2:00pm (WST)DATE: 29 November 2012PLACE: The University Club of Western Australia Hackett Drive, Crawley, Western Australia
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (08) 9488 5220.
Important Information
Time and Place of Meeting
Notice is given that the Annual General Meeting of Shareholders of Range Resources Limited which this Notice of Meeting relates to will be held on 29 November 2012 at 2:00pm (WST) at:
The University Club of Western Australia
Formal Dining Room
Hackett Drive, Crawley, Western Australia
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 Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 4:00pm (WST) on 27 November 2012.
Voting in Person
To vote in person, attend the Annual General Meeting on the date and at the place set out above. The meeting will commence at 2:00pm (WST).
Voting by Proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by 2:00pm (WST) on 27 November 2012 and in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, members are advised that:
* each member has a right to appoint a proxy; * the proxy need not be a member of the Company; and * a member 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 member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:
* if proxy holders vote, they must cast all directed proxies as directed; and * any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Further details on these changes is set out below.
Proxy vote if appointment specifies way to vote
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:
* the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie. as directed); and * if the proxy has 2 or more appointments that specify different ways to vote on the resolution - the proxy must not vote on a show of hands; and * if the proxy is the chair of the meeting at which the resolution is voted on - the proxy must vote on a poll, and must vote that way (i.e. as directed); and * if the proxy is not the chair - the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).
Transfer of non-chair proxy to chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
* an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and * the appointed proxy is not the chair of the meeting; and * at the meeting, a poll is duly demanded on the resolution; and * either of the following applies: + the proxy is not recorded as attending the meeting; + the proxy does not vote on the resolution,
chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.
Business of the Meeting
Notice is given that the Annual General Meeting of Shareholders of Range Resources Limited will be held at The University Club of Western Australia, Hackett Drive, Crawley, Western Australia at 2:00pm (WST) on 29 November 2012 ( Annual General Meeting).
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 of the Company as at 4:00pm on 27 November 2012.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the glossary or in the Explanatory Statement.
Agenda
The Explanatory Statement to this Notice of Meeting describes the matters to be considered at the Annual General Meeting.
Adoption of Annual Financial Report
To receive the Annual Financial Report, including Directors' declaration and accompanying reports of the Directors and auditors for the period ending 30 June 2012.
Non-Binding Business
1. Resolution 1 - Adoption of Remuneration Report (Non-Binding)
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:
"That for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given to the adoption of the Remuneration Report as contained in the Company's Annual Report for the period ended 30 June 2012."
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
Short Explanation: The Corporations Act provides that a resolution in respect of the adoption of the remuneration report must be put to vote at a listed company's annual general meeting. The vote on this resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution.
Voting Exclusion: The Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or a Closely Related Party of such a member. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or 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.
Further, the Company will not disregard a vote cast by the Chair of the meeting as a proxy, if the appointment of the Chair expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 1. Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.
Ordinary Business
Resolution 2 - Re-Election of Sir Sam Jonah
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"To elect Sir Sam Jonah as a director of the Company who retires by rotation pursuant to the Constitution of the Company and being eligible offers himself for re-election."
Short Explanation: In accordance with ASX Listing Rule 14.4 (rotation of directors) and the Company's Constitution, one third of the Directors must retire by rotation at every Annual General Meeting. Accordingly, Sir Sam Jonah retires by rotation and being eligible for re-election, offers himself for re-election at the Meeting.
Resolution 3 - Re-Election of Mr Anthony Eastman
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"To elect Mr Anthony Eastman as a director of the Company who retires by rotation pursuant to the Constitution of the Company and being eligible offers himself for re-election."
Short Explanation: In accordance with ASX Listing Rule 14.4 (rotation of directors) and the Company's Constitution, one third of the Directors must retire by rotation at every Annual General Meeting. Accordingly, Mr Eastman retires by rotation and being eligible for re-election, offers himself for re-election at the Meeting.
Resolution 4 - Ratification of Prior Share Issue
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for all other purposes, Shareholders ratify the issue and allotment of 150,000,000 Shares on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who participated in the issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. However, the Company need not disregard a vote if:
it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directors on the proxy form; or
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.
Resolution 5 - Ratification of Prior Share Issue
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for all other purposes, Shareholders ratify the issue and allotment of 27,272,727 Shares on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who participated in the issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. However, the Company need not disregard a vote if:
a. it is cast by a person as a proxy for a person who is entitled to vote, in
accordance with the directors 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.
Resolution 6 - Issue of Employee Options
To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rules 7.1 of the ASX Listing Rules and for all other purposes, Shareholders approve the issue and allotment of 5,000,000 options on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. However, the Company need not disregard a vote if:
it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directors on the proxy form; or
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.
Special Business
Resolution 7 - Approval of 10% Placement Capacity
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:
"That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, 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.
Dated this 29th day of October 2012
By order of the BoardAnthony EastmanCompany SecretaryNotes:
A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.
For the purposes of the Corporations Regulations, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the Meeting. The snapshot date is 2:00pm (WST) on 27 November 2012. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the meeting.
Enquiries:
Shareholders are invited to contact the Company Secretary on +61 8 9488 5220 if they have any queries in respect of the matters set out in these documents.
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