Notice of Annual General Meeting
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Energy World Corporation Limited (EWC) | 8:45 am, Thursday 25 September 2008 | EWC | 1.450 |
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Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of the Shareholders of Energy World Corporation Ltd. will be held at The Elizabeth Room, Level 2, Royal Automobile Club of Australia, 89 Macquarie Street, Sydney, NSW, on Friday 24 October 2008 at 2.00pm.
The Explanatory Memorandum, the Proxy Form and the Appointment of Corporate Representative Form accompanying this Notice of Annual General Meeting are incorporated in and comprise part of this Notice of Annual General Meeting.
In order to determine voting entitlements, Shareholders will be those entered upon the register of members by 7pm (Sydney time), Wednesday 22 October 2008.
AGENDA
ORDINARY BUSINESS:
Ordinary Business: 2008 Accounts:
"To receive and consider the Directors’ report, the balance sheet, profit and loss account and cashflow statement for the year ended 30 June 2008 and the auditor’s report on the accounts of the economic entity."
Resolution 1 – Re-election of an Executive Director
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Mr. Brian Allen, an Executive Director retiring by rotation in accordance with the Company’s Constitution and being eligible offers himself for re-election, be re-elected as an Executive Director of the Company."
Information about Mr. Brian Allen is set out in the 2008 Annual Report of EWC.
Resolution 2 – Re-election of an Executive Director
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Mr. Ian Jordan, an Executive Director retiring by rotation in accordance with the Company’s Constitution and being eligible offers himself for re-election, be re-elected as an Executive Director of the Company."
Information about Mr. Ian Jordan is set out in the 2008 Annual Report of EWC.
Resolution 3 – Appointment of Auditor
To appoint Ernst & Young as the Company’s auditor. Ernst & Young having been nominated for appointment, has consented to act as auditor.
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Ernst & Young be appointed as auditor of the Company."
Resolution 4 – Ratification and Approval of Previous Placement
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rules 7.1 and 7.4 and for all other purposes, Shareholders approve the issue and allotment of 130,000,000 shares in the Company on and subject to the terms set out in the Explanatory Statement.”
VOTING EXCLUSION STATEMENT
For the purposes of ASX Listing Rule 7.4, the Company will disregard any votes cast on this resolution by any person who participated in the issue and any associate of such a person. 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
(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 5 –Remuneration Report
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum."
Resolution 6 – Approval of Aggregate Annual Remuneration of Directors
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Rule 58.1 of the Company’s Constitution and ASX Listing Rule 10.17, the maximum annual aggregate remuneration that the Directors are entitled to be paid for their ordinary services as Directors out of the funds of the Company be fixed at A$200,000 for Non-Executive Directors and A$800,000 for Executive Directors, on and subject to the terms set out in the Explanatory Statement.”
VOTING EXCLUSION STATEMENT
The Company will disregard any votes cast on Resolution 6 by any Director of the Company or any of their associates. 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 directions 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.
The Company has determined in accordance with Section 1109N of the Corporations Act, that for the purpose of voting at the meeting, shares will be taken to be held by those who hold them at 7pm (Sydney time) on Wednesday 22 October 2008.
In order to vote on behalf of a Company that is a Shareholder of EWC, a valid Appointment of Corporate Representative must be either lodged with the Company prior to the Meeting, or be presented at the meeting before registering on the Attendance Register for the Annual General Meeting. An Appointment of Corporate Representative form is enclosed if required.
Each proxy form (together with the power of attorney (if any) under which the proxy form is signed or a certified copy of that power of attorney) must be received by Computershare Investor Services Pty. Limited not less than 48 hours before the time fixed for holding of the Meeting. Proxies may be faxed to Computershare Investor Services Pty. Limited on (08) 9323-2033.
By order of the Board
IAN W. JORDAN
COMPANY SECRETARY
Date: 24 September 2008
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