Notice of General Meeting

5 August 2009 Via e-lodgement Notice of General Meeting Please find attached the Company's notice of meeting that has been despatched to shareholders. A copy of the full explanatory statement is available on the company's website - www.rangeresources.com.au Yours faithfully Peter Landau Executive Director Range Resources Limited ABn 88 002 522 009 NOTICE OF GENERAL MEETING TIME: 10 am (WST) DATE: 4 September 2009 PLACE: The University Club of WA Seminar Room 3 Hackett Drive (Entrance Carpark 3) Crawley, WA 6009 This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9488 5220. CONTENTS PAGE Notice of General Meeting (setting out the proposed resolutions) 3 Explanatory Statement (explaining the proposed resolutions) 6 Glossary 15 Proxy Form 19 TIME AND PLACE OF MEETING AND HOW TO VOTE VENUE The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10 am (WST) on 4 September 2009 at: The University Club of WA Seminar Room 3 Hackett Drive (Entrance Carpark 3) Crawley, WA 6009 YOUR VOTE IS IMPORTANT The business of the General Meeting affects your shareholding and your vote is important. VOTING IN PERSON To vote in person, attend the General Meeting on the date and at the place set out above. VOTING BY PROXY To vote by proxy, please complete and sign the enclosed Proxy Form and return by: (a) post to Computershare Investor Services Pty Limited, GPO Box D182, Perth, Western Australia 6840; or (b) facsimile to the Company on facsimile number (+61 8) 9324 2400 so that it is received not later than 10:00 am (WST) on 2 September 2009. Proxy Forms received later than this time will be invalid. NOTICE OF GENERAL MEETING Notice is given that the General Meeting of Shareholders will be held at 10 am (WST) on 4 September 2009 at The University Club of WA, Formal Dining Room, Hackett Drive (Entrance Carpark 3) Crawley, WA 6009. The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company no later than the close of business on 2 September 2009. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary. AGENDA 1. Resolution 1 - Approval of the issue of securities to acquire a 50% interest in Strait Oil & Gas Limited To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the allotment and issue of up to: (a) 70,000,000 Shares; and (b) 70,000,000 Listed Options (RRSO - $0.05, 31 December 2011); to Strait Oil & Gas Limited as part consideration for the acquisition by the Company of a 50% interest in Strait Oil & Gas Limited on the terms and conditions set out in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolution by Strait Oil & Gas Limited and any associates of Strait Oil & Gas Limited and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. 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 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. 2. Resolution 2 - Ratification of issue of securities TO Taghmen Ventures Limited To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 12,000,000 Shares, 3,600,000 Listed Options (RRSOA - $1.00, 1 October 2010) and 180,000 Unlisted Options ($0.50, 30 June 2010) to Taghmen Ventures Limited on the terms and conditions set out in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who participated in the issue and any of their associates and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. 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 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. 3. Resolution 3 - Ratification of issue of securities TO Amala Management Limited To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 3,000,000 Shares, 900,000 Listed Options (RRSOA - $1.00, 1 October 2010) and 45,000 Unlisted Options ($0.50, 30 June 2010) to Amala Management Limited on the terms and conditions set out in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who participated in the issue and any of their associates and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. 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 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. 4. Resolution 4 - Ratification of issue of securities - July 2009 Placement To consider and, if thought fit, to pass, with or without amendment, the following resolutions as an ordinary resolution: "That, for the purposes of ASX Listing Rule 7.4, and for all other purposes, Shareholders ratify the allotment and issue of 20,341,983 Shares on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting." Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who participated in the issue and any of their associates and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. 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 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. 5. Resolution 5 - Approval of issue of securities - July 2009 Placement To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 7.1, and for all other purposes, approval is given for the Company to issue and allot 79,658,017 Shares and 100,000,000 Listed Options (RRSO -$0.05, 31 December 2011), on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting." Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the issue and any of their associates and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. 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 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. 6. Resolution 6 - Approval of issue of securities - september 2009 Placement To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue Shares raising a total of up to $5,000,000 on the terms and conditions set out in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the issue and any of their associates and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. 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 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. 7. Resolution 7 - Re-election of director - Mr Anthony Eastman To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, Mr Anthony Eastman, a Director who retires in accordance with clause 52.2 of the Constitution and being eligible, is hereby re-elected as a Director." DATED: 5 August 2009 BY ORDER OF THE BOARD ANTHONY EASTMAN COMPANY SECRETARY Voting Exclusion Note: Where a voting exclusion applies, 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 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. PROXY FORM APPOINTMENT OF PROXY RANGE RESOURCES LIMITED ABN 88 002 522 009 GENERAL MEETING I/We of being a member of Range Resources Limited entitled to attend and vote at the General Meeting, hereby Appoint Name of proxy OR the Chair of the General Meeting as your proxy or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair's nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at 10.00am (WST), on Monday 4 September 2009 at The University Club of Western Australia, Seminar Room 3, Hackett Drive, Crawley, Western Australia, and at any adjournment thereof. If no directions are given, the Chair will vote in favour of all the Resolutions. By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 to 7 and that votes cast by the Chair of the General Meeting for Resolutions 1 to 7 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 1 to 7 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 7. OR Voting on Business of the General Meeting FOR AGAINST ABSTAIN Resolution 1 - Approval of the Issue of Securities to Acquire a 50% Interest in Georgian Oil and Gas Blocks Resolution 2 - Ratification of Issue of Securities to Taghmen Ventures Limited Resolution 3 - Ratification of Issue of Securities to Amala Management Limited Resolution 4 - Ratification of Issue of Securities - July 2009 Placement Resolution 5 - Approval of Issue of Securities - July 2009 Placement Resolution 6 - Approval of Issue of Securities - September 2009 Placement Resolution 7 - Re-election of Director - Anthony Eastman Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll. Signature of Member(s): Date: ______________________ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary Contact Name: ____________________________ Contact Ph (daytime): _____________________________ Range Resources Limited ABN 88 002 522 009 Instructions for Completing `Appointment of Proxy' Form 1. A Shareholder entitled to attend and vote at a meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. 2. A duly appointed proxy need not be a Shareholder of the Company. In the case of joint holders, all must sign. 3. Corporate shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by: (a) Directors of the company; (b) a Director and a company secretary of the company; or (c) for a proprietary company that has a sole Director who is also the sole company secretary - that Director. For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole Director and sole company secretary of the company must state that next to his or her signature. 4. Completion of a proxy form will not prevent individual Shareholders from attending the meeting in person if they wish. Where a Shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy's authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the meeting. 5. Where a proxy form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy. 6. To vote by proxy, please complete and sign the proxy form enclosed and either: (a) send the proxy form by post to Range Resources Limited, Level 3, 1 Havelock Street, West Perth WA 6005; or (b) send the proxy form by facsimile to the Company on facsimile number (08) 9324 2400, so that it is received not later than 10 am Wednesday 2 September 2009. Proxy forms received later than this time will be invalid.
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