By The Annual General Meeting of
ARGO EXPLORATION LIMITED
ACN 120 917 535
Will be held at
11:00am (AEDST) on Wednesday 30 November 2011
At
Institute of Chartered Accountants
Level 3, 600 Bourke Street, Melbourne, Victoria
This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay
ARGO EXPLORATION LIMITEDA.C.N. 120 917 535
Registered office: Suite 304, 22 St Kilda Road, St Kilda, Victoria 3182
NOTICE OF ANNUAL GENERAL MEETINGNotice is given that a General Meeting of Members of Argo Exploration ("Argo" or the "Company") will be held at Institute of Chartered Accountants at Level 3, Bourke Place, 600 Bourke Street, Melbourne, Victoria at 11.00 am on Wednesday 30 November 2011 (AEDST).
AGENDAThe Explanatory Statement and proxy form which accompany and form part of this Notice, describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the proxy form in their entirety.
ORDINARY BUSINESS
Receipt and Consideration of Accounts & Reports
To receive and consider the financial report of the Company and the related reports of the Directors (including the Remuneration Report) and auditors for the year ended 30 June 2011.
Note: Except for as set out in Resolution 1, there is no requirement for shareholders to approve these reports. Accordingly no resolution will be put to shareholders on this item of business.
Resolution 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 2001 and for all other purposes, the
Remuneration Report (included in the Directors' report) for the financial year ended 30 June 2011 be adopted."
Voting Exclusion
A vote in respect of Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:
(a) a member of the Key Management Personnel, details of whose remuneration are included in the
Remuneration Report; or
(b) a closely related party of such a member, unless:
(c) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on
Resolution 1; and
(d) the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above.
Notes: Any undirected proxies held by the Chairman of the meeting, by other Directors or other Key Management Personnel or their closely related parties for the purposes of Resolution 1 will not be voted on Resolution 1. Accordingly, if you intend to appoint a member of Key Management Personnel as your proxy, please ensure that you direct them how to vote. If you intend to appoint the Chairman of the meeting as your proxy, you can direct him to vote by either marking the box for Resolution 1 or by marking the Chairman's box on the proxy form (in which case the Chairman of the meeting will vote in favour of this item of business as your proxy).
Resolution 2: Re-election of Ms Meredith Bird
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
That Ms Meredith Bird, who retires by rotation as a Director in accordance with the Constitution of the
Company and being eligible for re-election, be re-elected as a Director of the Company."
Notes: The non-candidate directors unanimously support the re-election of Ms Meredith Bird. The Chairman of the meeting intends to vote undirected proxies in favour of Ms Meredith Bird's re-election.
Resolution 3: Approval to Issue Securities
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the shareholders approve the issue of up to 30,000,000 fully paid ordinary shares of the Company for the purposes and on the terms and conditions set out in the Explanatory Memorandum and such securities may be issued at any time(s) and on such terms as the Board decides is appropriate but no later than three (3) months after the date of this meeting."
Refer to the Explanatory Statement for voting exclusions.
By order of the Board
Melanie Leydin Company Secretary Melbourne
28 October 2011
Receipt and consideration of Accounts & Reports
A copy of the Annual Report for the financial year ending 30 June 2011 (which incorporates the Company's financial report, reports of the Directors (including the Remuneration Report) and the auditors) is not enclosed as there is no longer a requirement for the Company to incur the printing and distribution cost associated with doing so for all shareholders. You may obtain a copy free of charge in hard copy form by contacting the Company by phone at (03) 9692 7222, and you may request that this occurs on a standing basis for future years. Alternatively you may access the annual report at the Company's website: www.argoexploration.com.au or via the Company's announcement platform on ASX. Except for as set out in Resolution 1, no resolution is required on these reports.
Resolution 1: Adoption of Remuneration Report
The Corporations Act requires that at a listed Company's
Annual General Meeting, a resolution that the remuneration
report be adopted must be put to the shareholders. However,
section 250R(3) of the Corporations Act 2001 expressly
provides that the vote on such a resolution is advisory only
and does not bind the Directors or the Company.
The Remuneration Report sets out the Company's remuneration
arrangements for the Directors and senior management of the
Company (described as "Key Management Personnel").
The Remuneration Report is part of the Directors' report
contained in the annual financial report of the Company for
the financial year ending
30 June 2011.
A reasonable opportunity will be provided for discussion of
the Remuneration Report at the Annual General
Meeting.
Pursuant to the Corporations Amendment (Improving
Accountability for Director and Executive Remuneration) Bill
2011 which amended the Corporations Act from 1 July 2011, if
25% or more of votes that are cast are voted against the
adoption of the remuneration report at two consecutive annual
general meetings (effectively, "two strikes"),
shareholders will be required to vote at the second of those
annual general meetings on a resolution (referred to as a
"spill resolution") that another meeting be held
within 90 days at which all of the Company's Directors
(other than the Managing Director and CEO) must go up for
re-election. The spill resolution requirements will only be
triggered where both strikes occur after 1 July 2011. On this
basis, while votes on the Remuneration Report at this Annual
General Meeting will be counted towards the two strikes, the
first spill resolution can only potentially occur following
the Company's 2012 Annual General Meeting.
Also, the Corporations Amendment (Improving Accountability
for Director and Executive Remuneration) Bill
2011 has introduced new prohibitions on key management personnel and their closely related parties from
voting or voting undirected proxies on, amongst other things,
remuneration matters. Accordingly, any undirected proxies
held by the Chairman of the meeting, other Directors or by
other Key Management Personnel or their closely related
parties for the purposes of Resolution 1 will not be voted on
Resolution 1.
The Company encourages all Shareholders to cast their votes
in relation to Resolution 1 and if Shareholders choose to
appoint a proxy, Shareholders are encouraged to direct their
proxy how to vote on Resolution 1 by marking either
"For", "Against" or "Abstain"
on the proxy form or by marking the Chairman's box (in which
case the Chairman of the meeting will vote in favour of
Resolution 1 as your proxy).
Resolution 2: Re-election of Ms Meredith Bird
The Constitution of the Company requires that at every annual
general meeting, one-third or the next highest number nearest
one-third of the Directors, shall retire from office and
provides that such Directors are eligible for re-election at
the meeting. Ms Bird has been a non-executive Director since
9 August 2006 and was last re- elected as a Director at the
Company's 2009 Annual General Meeting. She retires by
rotation and, being eligible, offers herself for
re-election.
Meredith Bird has cross-industry experience and
accomplishments with high-growth public and private
companies. Her key area of expertise lies in corporate
communications within the resources and energy sector. She
currently heads corporate communications for ASX listed
geothermal energy developer, Geodynamics Limited. Meredith
has extensive knowledge in investor relations, strategic
planning, market research and analysis and media liaison both
domestically and internationally. She holds Master of
Commerce and Bachelor of Arts Degrees coupled with numerous
awards.
Resolution 3: Approval to Issue Securities
The Board believes it desirable that the Company has the
ability to issue up to a further 30,000,000 fully paid
ordinary shares of the Company (including fully paid ordinary
shares) as opportunities arise and the need to fund the
Company's exploration programs. ASX Listing Rule 7.1 imposes
a limit on the number of equity securities which the Company
can issue without shareholders' approval. In general terms
this limit in any 12 month period is no more than 15% of the
number of fully paid ordinary shares on issue 12 months
before the issue plus the number of fully paid ordinary
shares issued in that 12 month period under an exception
contained in ASX Listing Rule 7.2 or with shareholders'
approval. The information for shareholders required by the
ASX Listing Rules is:
(a) the total number of fully paid ordinary shares which may
be issued under Resolution 3 is a maximum of
30,000,000;
(b) the recipients are not known at this point however will
be determined at the Board's discretion and be
professional and/or sophisticated investors;
(c) no securities pursuant to Resolution 3 will be issued to
Directors of the Company or their associates;
(d) the securities will be allotted and/or issued
progressively no later than three (3) months after the date
of this meeting;
(e) the terms of the fully paid ordinary shares will rank
equally to other securities of the same class but will be
issued at not less than 80% of the average market price for
securities of that class on the last five
(5) days on which sales in the fully paid ordinary shares
were recorded immediately prior to the date of issue;
(f) the fully paid ordinary shares will rank pari passu with
all securities of that class; and
(g) the funds raised will augment the Company's working
capital and its present exploration work
programme obligations.
Voting Exclusion:
The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue or an y associate of a person who participates in the proposed issue and/or by any associates of 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. However the Company need not disregard a vote if:
(a) It is cast, in accordance with the directions on the proxy form, by a person as proxy for a person who is entitled to vot e;
or
(b) It is cast, in accordance with the direction on the proxy form to vote as the proxy decides, by the person chairi ng the meeting as proxy for a person who is entitled to vote.
Enquiries
Shareholders are invited to contact the Company Secretary,
Melanie Leydin on (03) 9692 7222 if they have any queries in
respect of the matters set out in these documents.
DATED this 28th day of October 2011 at
Melbourne. By order of the Board
Melanie J. Leydin Company Secretary Melbourne
PROXY AND VOTING INSTRUCTIONS
1. For the purposes of the Corporations Act, the Company has
determined that all securities of the Company recorded on the
Company's register as at 7.00 pm (AEDST) on the date 48
hours before the date of the Annual General Meeting will be
taken, for the purposes of the Meeting, to be held by the
persons who held them at that time.
2. The details of the Resolutions contained in the
Explanatory Statement accompanying this Notice of
Meeting should be read together with, and forms part of this
Notice of Meeting.
3. A shareholder 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.
4. If a proxy is not directed how to vote on an item of
business, the proxy may vote or abstain from voting on that
resolution as they think fit.
5. If a proxy is instructed to abstain from voting on an item
of business, they are directed not to vote on the
shareholder's behalf on the poll and the shares that are the
subject of the proxy appointment will not be counted in
calculating the required majority.
6. Shareholders who return their proxy forms with a direction
on how to vote but do not nominate the identity of their
proxy will be taken to have appointed the Chairman of the
meeting as their proxy to vote on their behalf.
7. If a proxy form is returned but the nominated proxy does
not attend the meeting, or does not vote on the resolution,
the Chairman of the meeting will act in place of the
nominated proxy and vote in accordance with any
instructions.
8. Proxy appointments in favour of the Chairman of the
meeting, the secretary or any Director that do not contain a
direction on how to vote will be used where possible to
support each of the resolutions proposed in this Notice.
9. Where a voting exclusion applies, the Company need not
disregard a vote if it is cast by a person excluded from
voting as a proxy for a person who is entitled to vote in
accordance with the directions on the proxy form, or where it
is cast by the person chairing the meeting as proxy for a
person who is entitled to vote, in accordance with the
directions on the proxy form to vote as the proxy
decides.
10. Key Management Personnel and their closely related
parties will not be able to vote your proxy on Resolution 1
unless you direct them how to vote. If you intend to appoint
a member of the Key Management Personnel as your proxy,
please ensure that you direct them how to vote on Resolution
1. If you intend to appoint the Chairman of the meeting as
your proxy, you can direct him to vote by either marking the
box for Resolution 1 or by marking the Chairman's box on the
proxy form (in which case the Chairman of the meeting will
vote in favour of this item of business).
11. A proxy form is attached. If required it should be
completed, signed and returned to the Company's registered
office or Advanced Share Registry Ltd in accordance with the
instructions set out in the proxy form by no later than 11:00
am (AEDST) on 28 November 2011.
GLOSSARY
The following terms have the following meanings in this
Explanatory Statement:
"ASIC" means the Australian Securities and Investments
Commission;
"ASX" means ASX Limited or the Australian Securities
Exchange, as the context requires;
"AEDST" means Australian Eastern Daylight Savings Time.
"Board" means the Directors acting as the board of Directors
of the Company or a committee appointed by
such board of Directors;
"Company" means Argo Exploration Limited ABN 38 120 917 535;
"Corporations Act" means the Corporations Act 2001 (Cth);
"Director" means a Director of the Company;
"Listing Rules" means the Listing Rules of the ASX;
"Notice" means the Notice of Meeting accompanying this
Explanatory Statement;
"Remuneration Report" means the remuneration report which forms part of the Directors' Report of Argo for
the financial year ended 30 June 2011 and which is set out in the 2011 Annual Report.
ARGO EXPLORATION LIMITED
Appointment of proxy
If you propose to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.
All Registry communication to:
Advanced Share Registry Ltd
150 Stirling Highway
Nedlands WA 6009
PO Box 1156
Nedlands WA 6909
Telephone: (08) 9389 8033
Facsimile: (08) 9389 7871
Website: www.advancedshare.com.au www.argoexploration.com.au
I/We being a member(s) of ARGO EXPLORATION LIMITED ABN 38 120 917 535 and entitled to attend and vote hereby appoint.
A the Chairman of the Meeting (mark box)
OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy
Or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following instructions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 11.00am (AEDST) on Wednesday, 30 November 2011 and at any adjournment of that meeting. Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available on request from the share registry. Proxies will only be valid and accepted by the Company if they are signed and received at the Company's registered office no later than 48 hours before the meeting.
The Chairman of the Meeting intends to vote all undirected proxies in favour of Resolutions 2 and 3.
Important for Item 1 - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default
By marking this box, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 1 as set out below and in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on Item 1, the Chairman of the Meeting will not cast your votes on Item 1 and your votes will not be counted in computing the required majority if a poll is called on this item. If y ou appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in Step 2 below (for example if you wish to vote against or abstain from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Item 1).
I/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 1 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though item 1 is connected directly or indirectly with the remuneration of a member of key management personnel.
If you appoint the Chairman of the Meeting as your proxy you acknowledge that in acting as your proxy the Chairman may exercise your undirected proxy votes (if you do not specify below how your proxy is to vote) even if he or she has an interest in the outcome of the r esolution which carries a voting exclusion providing that votes cast by him or her other than as a proxyholder will be disregarded because of that interest. The Chairman intends to vote undirected proxies IN FAVOR of each resolution.
Should you desire to direct your proxy how to vote on any resolution please insert
X in the appropriate box below.
For | Against | Abstain* |
Resolution 1 Adoption of Remuneration Report Share
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