AGM Statement

Range Resources Ltd ABN 88 002 522 009 23 October 2008 16 Southport Street West Leederville, 6007 Western Australia Tel: +61 8 6389 5700 Fax: +61 8 9381 4944 admin@rangeresources.com.au NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT TO SHAREHOLDERS Range Resources Ltd ("Range" or the "Company") is pleased to release its Notice of Annual General Meeting and Explanatory Statement to shareholders. The Company also wishes to advise that an amended 2008 Annual Report for Range is available on the Company's website, and is today being sent to shareholders. For Range enquiries, please contact: Australia UK Range Resources Ltd. Range Resources Ltd. Robert Hyndes Peter Landau +61.8.9324.8513 +44.207.389.8191 robert@hyndes.com p.landau@rangeresources.com.au RFC Corporate Finance Fox-Davies Capital (Nominated Advisor) (Broker) Stuart Laing Daniel Fox-Davies +61.8.9.480.2500 +44.207.936.5200 RANGE RESOURCES LTD ACN 002 522 099 NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT TO SHAREHOLDERS TIME: 9.00 AM DATE: MONDAY, 24 NOVEMBER 2008 PLACE: THE CELTIC CLUB, 48 ORD STREET, WEST PERTH IMPORTANT INFORMATION This is an important document that should be read in its entirety. If you do not understand it, or any part of it, you should consult with your professional advisers without delay. You are encouraged to attend the meeting, but if you cannot, you are requested to complete and return the enclosed Proxy Form without delay to Range Resources Limited at 16 Southport Street, West Leederville WA 6007 or by facsimile on facsimile number +61 8 9381 4944. RANGE RESOURCES LTD ACN 002 522 009 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Shareholders of Range Resources Limited ("the Company") will be held as specified below: TIME: 9.00am DATE: Monday, 24 November 2008 PLACE: Celtic Club, 48 Ord Street, West Perth, Western Australia Terms and abbreviations used in this Notice of Annual General Meeting and the Explanatory Statement are defined in Section 4 of the accompanying Explanatory Statement. ORDINARY BUSINESS Financial Reports To receive and consider the financial report and the directors' and auditors' reports for the year ended 30 June 2008. RESOLUTION 1: Remuneration Report To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That the Remuneration Report for the year ended 30 June 2008 be adopted." Note - the vote on this Resolution is advisory only and does not bind the Directors or the Company RESOLUTION 2: Re-election of Director - Sir Samuel Jonah To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That Sir Samuel Jonah being a Director of the Company who retires by rotation pursuant to clause 53.1 of the Company's Constitution, and being eligible, is re-elected as a Director of the Company." EXPLANATORY STATEMENT Shareholders are referred to the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting for further information in relation to the Resolutions. PROXIES Members are encouraged to attend the meeting, but if you are unable to attend the meeting, we encourage you to complete and return the enclosed proxy form without delay. In accordance with section 249L of the Corporations Act, Shareholders are advised that: * each Shareholder has the right to appoint a proxy; * the proxy need not be a Shareholder of the Company; and * a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. To vote by proxy, please complete and sign the Proxy Form enclosed with this Notice of the Annual General Meeting and return as soon as possible by: * facsimile to the Company on +61 8 9381 4944; or * post to the Company at 16 Southport Street, West Leederville WA 6007. Proxy Forms must be received by the Company not later than 48 hours before the time specified for the commencement of the Annual General Meeting. Proxy Forms received later than this time will be invalid. DATE FOR DETERMINING SHAREHOLDERS For the purposes of regulation 7.11.37 of the Corporations Act, the Directors have set 7.00am (WST) on Monday, 24 November 2008 as the time and date to determine who are registered Shareholders in the Company for the purposes of the Annual General Meeting. Accordingly Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting. Dated: 17 October 2008 By order of the Board Susan Hunter Company Secretary RANGE RESOURCES LTD ACN 002 522 009 EXPLANATORY STATEMENT TO SHAREHOLDERS This Explanatory Statement has been prepared to assist Shareholders of the Company in understanding the business to be put to Shareholders for their consideration at the forthcoming Annual General Meeting. The Directors recommend that you read this Explanatory Statement and attend the Annual General Meeting. 1. ANNUAL FINANCIAL REPORTS The Corporations Act requires the Company's financial statements and reports of the Directors and of the auditors for the year ended 30 June 2008 to be laid before the Annual General Meeting. The financial statements and the reports of the Directors and of the auditors are contained in the Company's 2008 Annual Report, a copy of which is available on the Company's website at www.rangeresources.com.au. While no resolution is required in relation to this item, Shareholders should consider the documents and raise any matters of interest with the Directors when this item is being considered. 2. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT The Remuneration Report is required to be considered for adoption in accordance with section 250R of the Corporations Act. The Remuneration Report which details the Company's policy on the remuneration of non-executive directors, executive directors and senior executives is part of the Directors Report contained in Company's 2008 Annual Report, a copy of which is available on the Company's website at www.rangeresources.com.au. The vote on this Resolution is advisory only and does not bind the Company or the Directors. A reasonable opportunity will be given for the discussion of the Remuneration Report at the Annual General Meeting. 3. RESOLUTION 2: RE-ELECTION OF DIRECTOR - SIR SAMUEL JONAH Clause 53.1 of the Company's Constitution requires one third of the directors (other than the Managing Director) to retire at each annual general meeting. Accordingly, Sir Samuel Jonah retires from office, and being eligible, offers himself for re-election as a Director of the Company. Sir Samuel Jonah is non-executive Chairman of Range Resources Limited, and non-executive President of Anglo Gold Ashanti Limited, a NYSE-listed company which is one of the world's largest gold companies and the largest African-based gold producer. He was appointed to the position of chief executive officer of Ashanti Goldfields Company Limited in 1986 and oversaw its growth and listing as the first operating sub-Saharan African company on the NYSE. He became President of Anglo Gold Ashanti in May 2004, when Anglo Gold Limited acquired Ashanti. Sir Samuel Jonah has been decorated with many awards and honours (including an honorary Doctor of Science) and, in 2003, was conferred with an Honorary Knighthood. In addition, he has received the prestigious Star of Ghana from the Ghanaian Government. He is a member of numerous advisory committees including President Thabo Mbeki's International Investment Advisory Council of South Africa, President Kufuor's Ghana Investors' Advisory Council, and the United Nations Secretary General's Global Compact Advisory Council. He is currently a director on a number of public and private company boards including Anglo Gold Ashanti Limited, Anglo American Corporation of South Africa, Anglo American Platinum Corporation Ltd. (Amplats), Titanium Resources Group Ltd., and Standard Bank Group. He is also an advisor to four Presidents in Africa - President Kufuor of Ghana, President Obasanjo of Nigeria, President Mbeki of South Africa and President Hersi of Puntland. 4. DEFINITIONS Annual General Meeting: means the meeting of the Shareholders convened for the purposes (including others) of considering the Resolutions contained in the Notice of Annual General Meeting. Board: means the current board of Directors of the Company. Company: means Range Resources Limited, ABN 88 002 522 009. Constitution: means the constitution of the Company. Corporations Act: means the Corporations Act 2001 (Cth). Director: means a director of the Company. Explanatory Statement: means the explanatory statement accompanying the Notice of Annual General Meeting. Notice of Annual General Meeting: means the notice convening the Annual General Meeting accompanying this Explanatory Statement. Proxy Form: means the form of proxy accompanying the Notice of Annual General Meeting. Resolution: means a resolution proposed to be passed at the Annual General Meeting and contained in the Notice of Annual General Meeting. Share: means a fully paid ordinary share in the Company. Shareholder: means a person entered in the Company's register as a holder of a Share.
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