19 Feb 2010 10:35
19 February 2010
Australian Securities ExchangeLevel 4, 20 Bridge StreetSYDNEY NSW 2000Via e-lodgementNotice of General Meeting
Please find attached Notice of Meeting as dispatched to Shareholders. Please refer to www.asx.com.au and the Company website for the full Notice of Meeting.
Yours faithfullyPeter LandauExecutive DirectorRange Resources LimitedABN 88 002 522 009
NOTICE OF GENERAL MEETING
TIME: 10:00 am (WST)DATE: 19 March 2010PLACE: The University Club of WASeminar Room 1Hackett Drive (Entrance Carpark 3)Crawley WA 6009
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 (+61 8) 9488 5220. CONTENTS PAGE
Notice of General Meeting (setting out the proposed resolutions) 3
Explanatory Statement (explaining the proposed resolutions) 7
Glossary 16
Schedule 1 - Terms and Conditions of Listed Options 17
Schedule 2 - Terms and Conditions of Director Options 19
Schedule 3 - Terms and Conditions of Unlisted Options 21
Schedule 4 - Valuation of Director Options 23
Proxy Form 24
TIME AND PLACE OF MEETING AND HOW TO VOTE
VENUE
The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00 am (WST) on 19 March 2010 at:
The University Club of WASeminar Room 1Hackett Drive (Entrance Carpark 3)Crawley WA 6009
YOUR VOTE IS IMPORTANT
The business of the General Meeting affects your shareholding and your vote is important.
VOTING IN PERSON
To vote in person, attend the General Meeting on the date and at the place set out above.
VOTING BY PROXY
To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to Computershare Investor Services Pty Limited, GPO Box D182, Perth, Western Australia 6840; or
(b) facsimile to the Company on facsimile number (+61 8) 9324 2400
so that it is received not later than 10:00 am (WST) on 17 March 2010.
Proxy Forms received later than this time will be invalid.
NOTICE OF GENERAL MEETING
Notice is given that the General Meeting of Shareholders will be held at 10:00 am (WST) on 19 March 2010 at The University Club of WA, Seminar Room 1, Hackett Drive (Entrance Carpark 3) Crawley, Western Australia.
The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of 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 General Meeting are those who are registered Shareholders of the Company no later than the close of business on 17 March 2010.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.
AGENDA
1. Resolution 1 - Ratification of Prior Issue of Securities
To consider and, if thought fit, to pass, with or without amendment, the following resolutions as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4, and for all other purposes,Shareholders ratify the allotment and issue of 17,000,000 Shares and17,000,000 Listed Options on the terms and conditions set out in the ExplanatoryStatement accompanying this Notice of Meeting."Voting Exclusion: The Company will disregard any votes cast on this Resolutionby any person who participated in the issue and any of their associates andany person who might obtain a benefit, except a benefit solely in the capacityof a holder of ordinary securities, if the resolution is passed. The Companyneed not disregard a vote if it is cast by a person as a proxy for a personwho is entitled to vote in accordance with the directions on the Proxy Form orit is cast by the person chairing the Meeting as proxy for a person who isentitled to vote, in accordance with a direction on the Proxy Form to vote asthe proxy decides.
2. Resolution 2 - Ratification of Prior Issue of Securities
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 40,000,000 Shares on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolutionby any person who participated in the issue and any of their associates andany person who might obtain a benefit, except a benefit solely in the capacityof a holder of ordinary securities, if the resolution is passed. The Companyneed not disregard a vote if it is cast by a person as a proxy for a personwho is entitled to vote in accordance with the directions on the Proxy Form orit is cast by the person chairing the Meeting as proxy for a person who isentitled to vote, in accordance with a direction on the Proxy Form to vote asthe proxy decides.
3. Resolution 3 - Approval of Issue of Securities
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 Rule 7.1, and for all other purposes, approval is given for the Company to issue and allot 28,212,044 Unlisted Options on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting."
Voting Exclusion: The Company will disregard any votes cast on this Resolutionby any person who may participate in the issue and any of their associates andany person who might obtain a benefit, except a benefit solely in the capacityof a holder of ordinary securities, if the resolution is passed. The Companyneed not disregard a vote if it is cast by a person as a proxy for a personwho is entitled to vote in accordance with the directions on the Proxy Form orit is cast by the person chairing the Meeting as proxy for a person who isentitled to vote, in accordance with a direction on the Proxy Form to vote asthe proxy decides.
4. Resolution 4 - Approval of Issue of Securities
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 Rule 7.1, and for all other purposes,approval is given for the Company to issue and allot 40,000,000 Shares on theterms and conditions set out in the Explanatory Statement accompanying thisNotice of Meeting."Voting Exclusion: The Company will disregard any votes cast on this Resolutionby any person who may participate in the issue and any of their associates andany person who might obtain a benefit, except a benefit solely in the capacityof a holder of ordinary securities, if the resolution is passed. The Companyneed not disregard a vote if it is cast by a person as a proxy for a personwho is entitled to vote in accordance with the directions on the Proxy Form orit is cast by the person chairing the Meeting as proxy for a person who isentitled to vote, in accordance with a direction on the Proxy Form to vote asthe proxy decides.
5. Resolution 5 - Approval of Issue of Securities
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue Shares raising a total of up to $10,000,000 on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolutionby any person who may participate in the issue and any of their associates andany person who might obtain a benefit, except a benefit solely in the capacityof a holder of ordinary securities, if the resolution is passed. The Companyneed not disregard a vote if it is cast by a person as a proxy for a personwho is entitled to vote in accordance with the directions on the Proxy Form orit is cast by the person chairing the Meeting as proxy for a person who isentitled to vote, in accordance with a direction on the Proxy Form to vote asthe proxy decides.
6. Resolution 6 - Issue of Director Options - PETER LANDAU
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of Section 208 of the Corporations Act, ASX ListingRule 10.11 and for all other purposes, approval is given for the Directors toallot and issue 15,000,000 Director Options to Peter Landau (or his nominee)on the terms and conditions set out in the Explanatory Statement."Voting Exclusion: The Company will disregard any votes cast on this Resolutionby Peter Landau and any of his associates. However, the Company need notdisregard a vote if it is cast by a person as a proxy for a person who isentitled to vote in accordance with the directions on the Proxy Form or it iscast by the person chairing the meeting as proxy for a person who is entitledto vote, in accordance with a direction on the Proxy Form to vote as the proxydecides.
7. Resolution 7 - Issue of Director Options - SAMUEL JONAH
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of Section 208 of the Corporations Act, ASX ListingRule 10.11 and for all other purposes, approval is given for the Directors toallot and issue 15,000,000 Director Options to Samuel Jonah (or his nominee)on the terms and conditions set out in the Explanatory Statement."Voting Exclusion: The Company will disregard any votes cast on this Resolutionby Samuel Jonah and any of his associates. However, the Company need notdisregard a vote if it is cast by a person as a proxy for a person who isentitled to vote in accordance with the directions on the Proxy Form or it iscast by the person chairing the meeting as proxy for a person who is entitledto vote, in accordance with a direction on the Proxy Form to vote as the proxydecides.
8. Resolution 8 - Issue of Director Options - Marcus Edwards-Jones
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 15,000,000 Director Options to Marcus Edwards-Jones (or his nominee) on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolutionby Marcus Edwards-Jones and any of his associates. However, the Company neednot disregard a vote if it is cast by a person as a proxy for a person who isentitled to vote in accordance with the directions on the Proxy Form or it iscast by the person chairing the meeting as proxy for a person who is entitledto vote, in accordance with a direction on the Proxy Form to vote as the proxydecides.
9. Resolution 9 - Issue of Director Options - Anthony Eastman
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 15,000,000 Director Options to Anthony Eastman (or his nominee) on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolutionby Anthony Eastman and any of his associates. However, the Company need notdisregard a vote if it is cast by a person as a proxy for a person who isentitled to vote in accordance with the directions on the Proxy Form or it iscast by the person chairing the meeting as proxy for a person who is entitledto vote, in accordance with a direction on the Proxy Form to vote as the proxydecides.DATED: 16 February 2009BY ORDER OF THE BOARDJane FleggCOMPANY SECRETARY
vendor