PALADIN ENERGY PALADIN ENERGY LTD
ACN 061 681 098
Ref: 367912_1
16 October 2014
ASX Market Announcements
Australian Securities Exchange
20 Bridge Street
SYDNEY NSW 2000
By Electronic Lodgement
Dear Sir/Madam
Notice of Annual General Meeting to Shareholders
Attached, please find Notice of Annual General Meeting and Proxy Form in respect of the meeting to be held 20 November 2014 at 10:00am which was mailed to shareholders today.
Yours faithfully
Paladin Energy Ltd
GILLIAN SWABY Company Secretary
Level 4, 502 Hay Street, Subiaco, Western Australia 6008 Postal: PO Box 201, Subiaco, Western Australia 6904
Tel: +61 (8) 9381 4366 Fax: +61 (8) 9381 4978 Email: paladin@paladinenergy.com.au Website: www.paladinenergy.com.au
Notice of
Annual General Meeting
Date of Meeting
Thursday, 20 November 2014
Time of Meeting
10:00am Perth time
Place of Meeting Perie Banou Room Royal Perth Yacht Club
Australia II Drive, Crawley
Western Australia, 6009
Paladin Energy LtdACN 061 681 098
PALADIN ENERGY LTD ACN 061 681 098
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the members of Paladin Energy Ltd ("Company") will be held in the Perie Banou Room, at The Royal Perth Yacht Club, Crawley, Western Australia on 20 November 2014 at 10:00am (Perth time) for the purpose of transacting the following business.
Resolution 2 - Re-election of Director
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That Mr Sean Llewelyn be re-elected as a
Director".
Other business
BUSINESS FINANCIAL REPORT
AGENDA
To deal with any other business which may be brought forward in accordance with the Company's Constitution and the Corporations Act.
By order of the Board
To receive the financial report for the year ended 30
June 2014, and the Directors' and Auditors' Reports thereon.
Resolution 1 - Remuneration Report
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"To adopt the Remuneration Report for the year ended 30 June 2014."
Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.
Voting Exclusion
In accordance with Section 250R of the Corporations Act, a vote on this Resolution must not be cast by, or on behalf of, a member of the Key Management Personnel (KMP) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member. However, a vote may be cast by such person if:
(a) the person is acting as proxy and the proxy form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or
Gillian Swaby Company Secretary Dated: 1 October 2014
PROXIES
A Shareholder entitled to attend and vote at the above Annual General Meeting of Shareholders may appoint not more than two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the Shareholder's voting rights. If such appointment is not made then each proxy may exercise half of the Shareholder's voting rights. A proxy may, but need not be, a Shareholder.
For Shareholders on the Australian register, proxies must be delivered prior to 10:00am (Perth time) on Tuesday, 18 November 2014 to:
Computershare Investor
(b) the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of a member of the KMP.
What this means for security holders: If you intend to appoint a member of the KMP (such as one of the directors) as your proxy, please ensure that you direct them how to vote on this resolution. If you intend to appoint the Chair of the meeting as your proxy, you can direct him how to vote by marking the boxes for Resolution 1, or you can choose not to mark any of the boxes and give the Chair your express authority to vote your undirected proxy (in which case the Chair will vote in favour of this item of business).
Services Pty Limited
GPO Box 242
Melbourne VICTORIA
3001 AUSTRALIA
The Registered Office of Paladin Energy LtdLevel 4, 502 Hay Street Subiaco WA 6008
or PO Box 201
Subiaco WA 6904
Or Facsimile:
Australia: 1800 783 447
Overseas: +61 3 9473 2555
Or Facsimile:
Australia: 08 9381 4978
Overseas: +61 8 9381 4978
Members can also submit their proxy voting instructions online at http://www.investorvote.com.au/www.investorvote.com.au. Please refer to the enclosed voting form for more information about submitting proxy voting instructions online.
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ENTITLEMENT TO VOTE
For the purposes of regulation 7.11.37 of the Corporations Regulations, the Company determines that members holding Shares at 4:00pm (Perth time) on Tuesday, 18 November 2014 will be entitled to attend and vote at the Annual General Meeting.
If you cannot attend the meeting in person, you are encouraged to date, sign and deliver the accompanying proxy and return it in accordance with the instructions set out above under the heading
'Proxies'.
REVOCATION OF PROXIES
A Shareholder executing and delivering a proxy has the power to revoke it in accordance with the provisions of the Corporations Act, which provides that every proxy may be revoked by an instrument in writing executed by the Shareholder or by his or her attorney authorised in writing and delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment or postponement thereof at which the proxy is to be used, or to the chairman of the Meeting on the day of the Meeting or any adjournment or postponement thereof, or in any other manner permitted by law.
A proxy is valid only in respect of the Meeting.
DIRECT VOTING
A direct vote will enable Shareholders to vote on resolutions considered at the Meeting by lodging their votes with the Company prior to the meeting. Direct voting will enable Shareholders to exercise their voting rights without the need to attend the meeting or appoint a proxy.
A Shareholder may lodge a direct vote by using the voting form provided with this Notice.
A Shareholder may lodge a direct vote by indicating on the voting form that the Shareholder is casting the Shareholder's vote directly and then placing a mark in one of the boxes opposite each item of business on the voting form. All of the Shareholder's Ordinary Shares will be voted in accordance with such direction, unless the Shareholder indicates that the Shareholder's direction is:
(a) to vote only a portion of the Shareholder's votes on any item; or
(b) to cast the Shareholder's votes in different ways on any item,
by inserting the number of Shares in the appropriate box or boxes.
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If a Shareholder indicates that the Shareholder is lodging the Shareholder's votes directly and then does not mark any of the boxes on a given item, no votes will be voted on that item.
If a Shareholder indicates that the Shareholder is lodging the Shareholder's votes directly and then marks more than one box on an item, the Shareholder's vote on that item will be invalid. If a Shareholder inserts a number of Shares in boxes on any item that in total exceed the number of Ordinary Shares the Shareholder holds as at the voting entitlement time, the Shareholder's vote on that item will be invalid, unless the Shareholder inserted a number of Shares in one box only on an item which exceeds the number of Ordinary Shares that the Shareholder holds at that time, in which case the Shareholder's vote will be taken to be valid for the number of Ordinary Shares actually held by that Shareholder at that time.
Please note, a Shareholder who has cast a direct vote may attend the Meeting, however, the Shareholder's attendance cancels the direct vote unless the Shareholder instructs the Company or the Share Registry otherwise.
Members can also submit their direct voting instructions online at http://www.investorvote.com.au/www.investorvote.com.au. Please refer to the enclosed voting form for more information about submitting direct voting instructions online.
BODY CORPORATE REPRESENTATIVES
A body corporate member or proxy may elect to appoint a representative, rather than appoint a proxy, in accordance with section 250D of the Corporations Act. Where a body corporate appoints a representative, Paladin requires written proof of the representative's appointment to be lodged with, or presented to, Paladin before the Meeting.
CUSTODIANS AND NOMINEES
Custodians and nominees are able to vote online and receive confirmation of their votes by accessing this website: www.intermediaryonline.com. This website allows intermediaries to choose whether to cast a direct vote or lodge a proxy vote.
RESOLUTIONS
All items of business require ordinary resolutions, which means that, to be passed, the item needs the approval of a simple majority of votes cast by shareholders entitled to vote on the resolution.
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EXPLANATORY NOTES
The following information is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Meeting.
The Directors recommend Shareholders read this in full before making any decision in relation to the resolutions, in accordance with Section 250R of the Corporations Act.
Annual Accounts
Appropriate time will be devoted to the consideration of the Financial Statements and Reports of the Company for the year ended 30 June 2014.
ORDINARY RESOLUTIONS Resolution 1 - Remuneration Report
The Board is voluntarily submitting its Remuneration Report to Shareholders for consideration and adoption by way of a non-binding resolution as required under the Corporations Act.
The Remuneration Report forms part of and is clearly identified in the Directors' Report included in the 2014
Annual Report. The Report:
Explains the Board's policy for determining the nature and amount of remuneration of executive Directors and senior executives of the Company;
Explains the relationship between the Board's remuneration policy and the Company's performance;
Sets out remuneration details for each Director and Key Management Personnel of the Company; and
Details and explains any performance conditions applicable to the remuneration of executive Directors and Key Management Personnel of the Company.
A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.
The vote on the adoption of the Remuneration Report resolution is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.
Voting exclusions apply to this resolution as specified in the Notice of Meeting and the Proxy Form.
The Chairman of the Meeting intends to vote all available proxies in favour of adoption of the
Remuneration Report, subject to any instructions of the
Shareholder to the contrary included in the proxy.
Resolution 2 - Re-election of Director - Sean
Llewelyn
The Company's Constitution provides that at each Annual General Meeting one-third of the Directors or, if their number is not a multiple of three, then such number as is appropriate shall retire from office to ensure that no Director holds office for a period in excess of three years or later than the third Annual General Meeting following the Director's appointment. Mr Llewelyn, therefore, retires from office in accordance with this requirement and submits himself for re-election.
Mr Sean Reveille Llewelyn LL.B age 66
Term in office: Joined the Board in April 2005
Independent: Yes
Skills and experience: Mr Llewelyn originally qualified, and practised, as a solicitor in Australia and then re- qualified in England. He has subsequently worked in the finance and merchant banking industries for more than 20 years in Australia, the UK, the United States and South Africa. His considerable finance experience has been in derivatives (a founder, President and CEO of Capital Market Technology Inc.), structured finance and early stage investment relating to the metal markets. He has been involved with the uranium industry for many years and has a comprehensive understanding of the uranium market.
Mr Llewelyn was the instigator and driving a force in the formation of Nufcor International Ltd, a major uranium marketing company, initially jointly owned between Anglo Gold and First Rand International.
Paladin Committee Memberships:
Member of Audit Committee from 12 April 2005
Chairman of Remuneration Committee from 26
November 2008 (member from 1 June 2005)
Chairman of Nomination Committee from 26
November 2008 (member from 1 June 2005)
The Board (other than Mr Llewelyn because of his interest) recommends that shareholders vote in favour of Mr Llewelyn's re-election.
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Paladin Energy Ltd
ACN 061 681 098
Lodge your vote:
Online:
www.investorvote.com.au
By Mail:
Computershare Investor Services Pty Limited
GPO Box 242 Melbourne
Victoria 3001 Australia
Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555
For Intermediary Online subscribers only
(custodians) www.intermediaryonline.com
For all enquiries call: (within Australia) 1300 259 129 (outside Australia) +61 3 9415 4867
Proxy Form
Vote and view the annual report online•
Follow the instructions on the secure website to vote.
Go to www.investorvote.com.au or scan the QR Code with your mobile device.
•
Your access information that you will need to vote:
Control Number: 999999
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
For your vote to be effective it must be received by
10:00am (Perth time) Tuesday, 18 November 2014
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or
100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.
Signing Instructions for Postal Forms Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of
the securityholders should sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles
as applicable.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".
Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.
GO ONLINE TO VOTE,
or turn over to complete the form
Change of address. If incorrect, mark this box and make the
correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise their broker of any changes.
Voting Form Please mark to indicate your directions
STEP 1
Indicate How your Vote will be Cast Select one option only XX
At the Annual General Meeting of Paladin Energy Ltd to be held in the Perie Banou Room, at The Royal Perth Yacht Club, Australia II Drive,
Crawley, Western Australia on Thursday, 20 November 2014 at 10:00am (Perth time) and at any adjournment or postponement of that meeting, I/We being member/s of Paladin Energy Ltd direct the following:
1. Vote Directly
Record my/our votes
2. Appoint a Proxy to Vote on Your Behalf:
the Chairman
I/We hereby appoint
PLEASE NOTE: Leave this box blank if you have selected the Chairman of
strictly in accordance with directions in Step 2. OR
of the Meeting OR
the Meeting. Do not insert your own name(s).
PLEASE NOTE: A Direct Vote will take priority over the appointment of a
Proxy. For a valid Direct Vote to be recorded you must mark FOR, AGAINST, or ABSTAIN on each item.
or failing the individual or body corporate named, or if no individual or 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 directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit).
Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the key management personnel, which includes the Chairman.
If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on
Resolution 1 by marking the appropriate box in step 2 below.
STEP 2 Items of Business
PLEASE NOTE: If you have appointed a proxy and you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. If you are directly voting and you mark the Abstain box for an item, it will be treated as though no vote has been cast on that item and no vote will be counted in computing the required majority.
Resolution 1 Remuneration Report
Resolution 2 Re-election of Director - Mr Sean Llewelyn
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
SIGN Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Name
Contact
Daytime
Telephone Date / /
P D N 1 9 0 7 7 7 A
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