ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2012 Annual General Meeting
of shareholders of Reed Resources Ltd ABN 89 099 116 631
(Company) will be held at the Celtic Club, 48 Ord Street,
West Perth, on Thursday, 29 November 2012 at 3:00pm Western
Standard Time for the purpose of transacting the following
An Explanatory Statement and Proxy Form accompany, and form
part of, this Notice. Information relevant to the proposed
resolutions set out below, including information required by
the ASX Listing Rules and the Corporations Act 2001 (Cth),
can be found in the Explanatory Statement.
1. Annual Report for year ended 30 June 2012
To receive the Annual Report of the Company for the period
ended 30 June 2012 which includes the Financial Report of the
Company, the Directors' Report, the Remuneration Report and
the Report of the Auditor, Deloitte. During the consideration
of these items, shareholders are invited to ask questions or
make comments on:
the Financial Report of the Company for the period
ended 30 June 2012;
the Directors' Report in relation to that period;
the Report of the Auditor on the Financial
A representative of the Company's Auditor is anticipated
to be in attendance to respond to any questions raised of the
Auditor or on the Auditor's Report in accordance with
the terms of section 250T of the Corporations Act.
2. Re-election of Luke Tonkin and Chris Reed as Directors
To consider and, if thought fit, to pass, respectively as
separate and independent ordinary resolutions each of the
"THAT Luke Tonkin, who was appointed as a Director on 14
May 2012 and in accordance with Article 11.12 of the
Company's Constitution holds office until this Annual General
Meeting, and who is eligible and offers himself for
re-election, be re- elected as a Director of the
"THAT Christopher John Reed, who will retire as a
Director by rotation in accordance with Articles 11.3 and
11.5 of the Company's Constitution, and who is eligible for
re- election as a Director in accordance with Article 11.4 of
the Company's Constitution
and offers himself for re-election, be re-elected as a
Director of the Company."
3. Adoption of Remuneration Report
To consider and, if thought fit, to pass the following as a
"THAT for the purposes of section 250R(2) of the
Corporations Act 2001 (Cth) the
Remuneration Report for the year ended 30 June 2012 be
The Remuneration Report is set out in the 2012 Annual Report.
Please note that, in accordance with section 250R(3) of the
Corporations Act 2001 (Cth), the vote on this resolution is
advisory only, and does not bind the Directors or the
Voting Exclusion Statement
The Company will disregard any votes cast on Resolution 3:
(a) by or on behalf of a member of the KMP as disclosed in
the Remuneration Report;
(b) by or on behalf of a Closely Related Party (such as close
family members and any controlled companies) of a member of
the KMP; or
(c) as a proxy by a member of the KMP or a Closely Related
unless the vote is cast as proxy for a person entitled to
vote in accordance with a direction on the proxy form or by
the Chairman pursuant to an express authorisation to exercise
4. Ratification of Share Placement
To consider and, if thought fit, to pass the following as an
"THAT for the purposes of ASX Listing Rule 7.4, and for all
other purposes, the issue by the Company of 44,444,445 fully
paid ordinary shares in the capital of the Company at an
issue price of $0.18 per share to sophisticated and
professional investors under a share placement, as more fully
described in the Explanatory Statement, be ratified and
Voting Exclusion Statement
The Company will disregard any votes cast on Resolution 4 by:
(a) any person who participated in the share placement; and
(b) any of their associates.
However, the Company need not disregard a vote 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 Chairman 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.
5. Other Business
In compliance with section 250S(1) of the Corporations Act
2001 (Cth) the shareholders are invited to ask questions
about or make comments on the management of the Company and
to raise any other business which may lawfully be brought
before the meeting.
BY ORDER OF THE BOARD Darren Wates
Date: 25 October 2012
THIS EXPLANATORY STATEMENT accompanies and forms part
of the Notice convening the 2012
Annual General Meeting of shareholders of Reed Resources Ltd
ABN 89 099 116 631 (Company) to be held at the Celtic Club,
48 Ord Street, West Perth, Western Australia, on Thursday, 29
2012 at 3:00pm Western Standard
This Explanatory Statement is to provide shareholders with
explanatory notes and information relevant to the Annual
General Meeting and its business. It comprises of a Part A
and a Part B. This Explanatory Statement should be read in
conjunction with the accompanying Notice.
PART A: VOTING
In this Notice and Explanatory Statement:
AASB means the Australian Accounting Standards
Annual General Meeting means the annual general meeting
notified to the shareholders by the
ASX means ASX Limited, or the Australian Securities
Exchange, as the context requires.
Board means the board of Directors of the
Closely Related Party has the meaning given in section
9 of the Corporations Act, and includes close family members
and any controlled companies of a member of the KMP.
Company means Reed Resources Ltd ABN 89 099 116 631.
Constitution means the constitution of the Company.
Corporations Act means Corporations Act 2001 (Cth). Director
means a director of the Company.
Explanatory Statement means this explanatory statement
incorporated in this Notice.
Key Management Personnel or KMP means the
Company's key management personnel as defined in AASB
Listing Rules means the Listing Rules from time to time
of the ASX.
Notice means the notice of annual general meeting
incorporating this Explanatory Statement.
2. Required Majority
(a) In accordance with the Corporations Act, for the
resolutions to be effective:
(i) the resolutions must be passed at a meeting of which not
less than 28 days' written notice specifying the intention to
propose the resolutions has been given (satisfied by this
(ii) in the case of ordinary resolutions, must be passed by
more than 50% of all the votes cast by shareholders present
and entitled to vote on the resolutions (whether in person or
by proxy, attorney or representative); and
(iii) in the case of special resolutions, must be passed by
not less than 75% of all the votes cast by shareholders
present and entitled to vote on the resolutions (whether in
person or by proxy, attorney or representative).
(b) On a show of hands every shareholder has one vote and, on
a poll, every shareholder has one vote for each share held.
3. Entitlement to Vote
The Company has determined that, for the purposes of the
Corporations Act, the persons eligible to attend and vote at
the Annual General Meeting are those persons who are
registered shareholders of the Company at 4:00pm Western
Standard Time on Tuesday, 27 November
(a) Votes at the Annual General Meeting may be given
personally or by proxy, attorney or representative.
(b) A proxy need not be a shareholder of the Company.
(c) The proxy form sent with this Notice should be used for
this Annual General Meeting. (d) Each shareholder who is
entitled to cast 2 or more votes at this Annual General
Meeting may appoint up to 2 persons to act as proxies and may
specify the proportion
or number of votes that each proxy is entitled to exercise.
If a shareholder does not specify the proportion or number of
that shareholder's votes that each proxy may exercise, then
each proxy will be entitled to exercise half of that
shareholder's votes. An additional proxy form will be
supplied by the Company on request. No shareholder may
appoint more than 2 proxies.
(e) In the case of a shareholder who is an individual, a
proxy form must be executed under the hand of the individual
or his or her attorney duly authorised in writing and, in the
case of a member that is a corporation, a proxy form must be
executed by the corporation under common seal, pursuant to
section 127 of the Corporations Act or under the hand of its
duly authorised officer or attorney.
(f) Any shareholder may by power of attorney appoint an
attorney to act on his or her behalf and such power of
attorney or certified copy thereof must be received by the
Company as specified in paragraph (k).
(g) Any corporation which is a shareholder of the Company may
appoint a representative
to attend and vote for that corporation at the Annual General
Meeting. Appointments of representatives by corporations must
be received by the Company as specified in paragraph (k) or
handed in at the Annual General Meeting when registering as a
(h) Any directed proxies that are not voted on a poll at the
Annual General Meeting by a shareholder's appointed proxy
will automatically default to the Chairman of the Annual
General Meeting, who is required to vote proxies as directed
on a poll.
(i) Members of the KMP (which includes each of the Directors)
will not be able to vote as proxy on Resolution 3 unless the
shareholder tells them how to vote or, in the case of the
Chairman of the Annual General Meeting, unless the
shareholder expressly authorises him to do so. If a
shareholder intends to appoint a member of the KMP
(other than the Chairman) as their proxy, the shareholder
should ensure that they direct the member of the KMP how to
vote on Resolution 3.
(j) If a shareholder intends to appoint the Chairman of the
Annual General Meeting as their proxy for Resolution 3,
shareholders can direct the Chairman how to vote by marking
one of the boxes for Resolution 3 (for example, if the
shareholder wishes to vote 'for', 'against' or to 'abstain'
from voting). If a shareholder does not direct the Chairman
how to vote, then by submitting the proxy form, the
shareholder will be
expressly authorising the Chairman to exercise the proxy in
respect of Resolution 3 even though it is connected to the
remuneration of members of the KMP.
(k) Proxy forms (including any instruments under which they
have been executed) and powers of attorney granted by
shareholders must be received by the Company by
3:00pm Western Standard Time on Tuesday, 27 November 2012:
At the Company's registered office:
(i) by hand delivery to the registered office - Level 1, 672
Murray Street, West
Perth, Western Australia;
(ii) by post to the registered office - Locked Bag 8, West
Perth WA 6872; or
(iii) by facsimile to the registered office - facsimile
number +61 8 9321 0556; or
At the Company's share registry:
(iv) by post to the share registry - Computershare Investor
Services Pty Limited, GPO Box 242, Melbourne, Victoria 3001;
(v) by facsimile to the share registry - 1800 783 447 (within
Australia) or +61 3
9473 2555 (outside Australia); or
Alternatively, shareholders can register their proxy voting
instructions online at www.investorvote.com.au
by 3:00pm Western Standard Time on Tuesday,
November 2012. Please refer to the enclosed proxy form for
more information about
submitting proxy voting instructions online.
Custodians and nominees are able to vote online at www.intermediaryonline.com.
PART B: EXPLANATORY NOTES
5. Re-election of Directors
Resolution 1 - Re-election of Luke Tonkin
Under Article 11.11 of the Company's Constitution, the
Directors may at any time appoint a person as an additional
Director. Under Article 11.12, that person holds office until
the next annual general meeting and is then eligible for
re-election. Luke Tonkin was appointed as a Director on 14
May 2012, and now offers himself for re-election.
Resolution 2 - Re-election of Christopher Reed
It is a requirement under Article 11.3 of the Company's
Constitution that at the annual general meeting in every year
one third of the Directors retire from office. Under Article
11.5, the Directors to retire are those who have been longest
in office since their last election. Accordingly, Christopher
Reed and Peter Collins will retire at the Annual General
Meeting in accordance with this requirement. Christopher Reed
offers himself for re-election.
Information in respect of Luke Tonkin and Christopher Reed is
set out below:
Mr Tonkin was appointed as a director on 14 May 2012, and is
the Managing Director and Chief
Executive Officer of the Company.
A mining engineer, Mr Tonkin has extensive experience within
the resource industry with a range of commodities including
gold, nickel, tantalum, tin, lithium and iron ore. Prior to
joining the Company, Mr Tonkin was Managing director of Mount
Gibson Iron Ltd and has held senior management roles with
some of Australia's largest mining operations including WMC's
Kambalda Nickel operations, St Ives Gold operations, Leinster
Nickel operations and Sons of Gwalia. Mr Tonkin has extensive
experience with implementing large-scale investment,
divestment, transition and integration strategies
Mr Tonkin holds a Bachelor of Engineering from the West
Australian School of Mines and is a member of AusIMM and the
Australian Institute of Company Directors.
Mr Reed was a founding director of the Company having been
appointed on 20 December
2001. He is an Executive Director and was the Managing
Director and Chief Executive Officer of the Company prior to
Mr Tonkin's appointment.
Mr Reed is an accountant with over 20 years of experience in
the resource industry including more than 10 years in
corporate administration and management. Mr Reed is the
current serving Vice-president of the Association of Mining
and Exploration Companies.
Mr Reed holds a Bachelor of Commerce from the University of
Notre Dame and a Graduate Certificate in Mineral Economics
from the WA School of Mines. He is a member of the AusIMM and
Recommendation of Directors
The Directors, after considering the recommendations of the
Nomination and Remuneration Committee, recommend that
shareholders vote in favour of Resolutions 1 and 2. Neither
Luke Tonkin nor Christopher Reed make any recommendation in
relation to their own re-election.
The Chairman intends to vote all available proxies in favour
of Resolutions 1 and 2.
6. Adoption of Remuneration Report
Resolution 3 - Adoption of Remuneration Report
The Remuneration Report for the financial year ended 30 June
2012 is set out in the 2012
The Remuneration Report sets out the Company's
remuneration arrangements for all Directors and certain other
Section 250R(2) of the Corporations Act requires the Annual
General Meeting to include a vote on the adoption of the
Remuneration Report. Pursuant to section 250R(3) of the
Corporations Act, the vote on the resolution is advisory only
and does not bind the Directors or the Company. However, the
Directors take the discussion at the meeting and the outcome
of the vote into account when considering the Company's
Section 250SA of the Corporations Act requires that a
reasonable opportunity be allowed to shareholders at the
Annual General Meeting to ask questions about, or make
comments on, the Remuneration Report.
If at least 25% of the votes cast on Resolution 3 are voted
against adoption of the Remuneration Report at two
consecutive annual general meetings, the Company will be
required to put to shareholders at the second annual general
meeting a resolution proposing that another general meeting
be held within 90 days, at which all of the Company's
Directors (other than the Managing Director) would go up for
The Directors encourage all shareholders to vote on
The Chairman intends to vote all available proxies in favour
of Resolution 3.
7. Ratification of Share Placement
Resolution 4 - Ratification of Share Placement
On 22 October 2012, the Company announced a placement of
44,444,445 million ordinary shares at $0.18 per share to
raise $8 million before costs.
ASX Listing Rule 7.1 provides that, without the approval of
shareholders, the Company must not issue or agree to issue
equity securities if those securities, when aggregated with
the securities issued by the Company without approval and
which were not subject to an exemption during the previous 12
months, exceed 15% of the number of securities on issue at
the commencement of that 12-month period (subject to certain
rules and exemptions).
The issue and allotment of shares outlined in Resolution 4
does not exceed the 15% limit. However, ASX Listing Rules 7.1
and 7.4 provide that, where a company in general meeting
ratifies an issue of equity securities, the issue will be
treated as having been made with
approval for the purpose of ASX Listing Rule 7.1, thereby
enabling the company to issue further equity securities in
the following 12 months without exceeding the 15% limit.
Shareholder approval is sought in Resolution 4 so as to
refresh the Company's 15% limit under
ASX Listing Rule 7.1.
Information required by Listing Rule 7.5
As required by ASX Listing Rule 7.5, the following further
information is provided in relation to
(a) Number of securities issued - 44,444,445 ordinary
(b) Price at which the securities were issued - $0.18 per
(c) Terms of the securities - The issued shares are fully
paid ordinary shares on the same terms as existing fully paid
ordinary shares on issue and ranking equally in all respects
with the existing fully paid ordinary shares on issue.
(d) Names of allottees or basis on which the allottees were
determined - The shares were issued to selected institutional
and sophisticated investors who satisfied the requirements of
section 708(8) and/or section 708(11) of the Corporations
Act, and the placement was facilitated by Azure Capital
Limited. None of the allottees are related parties of the
(e) Use or intended use of the funds raised - the funds
raised are to be used for general group working capital
requirements and the advancement of the Company's Meekatharra
Recommendation of Board
The Directors recommend that shareholders vote in favour of
Resolution 4 to ratify the share placement described
The Chairman intends to vote all available proxies in favour
of Resolution 4.
ABN 89 099 116 631
T 000001 000 RDR MR SAM SAMPLE FLAT
123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE
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