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.