BGF Ballarat Gold

RNS Number:0559R
Ballarat Goldfields N.L.
09 September 2005

Ballarat Goldfields NL
                    
ACN 006 245 441     
                    
                  
                    
Notice of Annual General Meeting


Notice is hereby given that the Annual General Meeting of the members of
Ballarat Goldfields NL ('the Company') will be held at the Ballarat Lodge, 613
Main Road, Ballarat at 10.00 am on Thursday 20 October 2005.

ORDINARY BUSINESS

RESOLUTION 1 Consider Accounts and Reports

To consider the Directors' Report, Financial Report and the Auditor's Report for
the year ended 30 June 2005.

RESOLUTION 2 Re-Election of Mr Maitland

To consider, and if thought fit, pass the following resolution as an ordinary
resolution:

"That Mr Alister Maitland be re-elected as a Director (Mr Maitland having been
appointed to a casual vacancy on the Board since the last annual general meeting
and, as a consequence of his mandatory ceasing to act as a Director and being
eligible, having offered himself for re-election)."

SPECIAL BUSINESS

RESOLUTION 3 Remuneration Report

To consider, and if thought fit, pass the following resolution as an ordinary
resolution:

"That the remuneration report section of the director's report for the Company
for the year ended 30 June 2005 be adopted."


RESOLUTION 4 Remuneration of Non-Executive Directors

To consider, and if thought fit, pass the following resolution as an ordinary
resolution:

"That for the purposes of ASX Listing Rule 10.17, the Company's Constitution and
Section 195(4) of the Corporations Act, the Company approve an increase in the
aggregate of fees payable to the Non-Executive Directors in respect of each
financial year of the Company from a present maximum of $250,000 to a maximum of
$400,000 in aggregate, to be divided between the Non-Executive Directors in such
proportions as the Directors determine and in default of agreement equally but
with the Chairman receiving two and a half times that of the other Non-Executive
Directors."


RESOLUTION 5 Approval of previous options issues

To consider, and if thought fit, pass the following resolution as an ordinary
resolution:

"That for the purposes of ASX Listing Rule 7.4, the Company approves the
previous issue of 8,500,000 options to subscribe for ordinary shares on the
dates and at the prices set out in the Explanatory Notes."


 

By Order of the Board


Amber Rivamonte

Secretary

9 September 2005

 

 

VOTING EXCLUSIONS

In relation to the following resolutions, the Chairman will disregard any votes
cast on the resolution by or on behalf of the person named below and any
associate of such persons when determining the result of the resolution except
where:

 

* the vote 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 Chairman as a 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 4 - each Director.

Resolution 5 - each of the people named in the Explanatory Notes below to
Resolution 5.

 

PROXY NOTES

1. For the purpose of the meeting the Company has determined
that securities will be taken to be held by the persons registered as holders as
at 7.00 pm on Tuesday 18 October 2005. Accordingly, transactions registered
after that time will be disregarded in determining entitlements to attend and
vote at the meeting.

2. A member entitled to attend and vote at a meeting is
entitled to appoint not more than two proxies to attend and vote on his/her
behalf. Where more than one proxy is appointed, such proxy must be allocated a
proportion of the Member's voting rights. A proxy duly appointed need not be a
member. The proxy form and any documents necessary to show the validity of the
form must be lodged with the Company's Share Registry by 10:00am on Tuesday 18
October 2005, being not less than 48 hours before the appointed time of the
Meeting. Any proxy lodged after that time will be treated as invalid.

3. Corporate shareholders should note that unless the corporate shareholder:

(a)  completes and lodges with the Company's Share Registry a
valid appointment of proxy in accordance with the instructions contained herein;
or

(b)  completes and either lodges with the Company's Share
Registry no less than 48 hours prior to the meeting a form of Appointment of
Corporate Representative in accordance with the provisions of Section 250D of
the Corporations Act properly signed; or

(c)  has appointed an attorney;

and such proxy, corporate representative or attorney attends the relevant
meeting, then such corporate shareholders will be unable to exercise any votes
at the relevant meeting.

 

EXPLANATORY NOTES

Resolution 2: Re-Election of Mr Maitland

As announced to ASX on 22 July 2005, Mr Alister Maitland accepted an offer and
joined the Board. His continued role as a director is subject to shareholder
approval and, being eligible, he offers himself for re-election.

Mr Maitland, aged 64, is a former executive of ANZ Bank. In a career spanning 35
years in Australia, New Zealand and the United Kingdom, he held many roles
within this organisation including Chief Economist and Managing Director of ANZ
New Zealand. During his last six years with ANZ Bank he was on the main board of
the bank as Executive Director International, directly responsible for its
operations in 42 countries.

Mr Maitland is currently Chairman of ASX listed Folkestone Limited, the Eastern
Health Network Victoria, and is a director of Pengurusan Danaharta Nasional
Berhad in Malaysia. Mr Maitland is a Fellow of the Australian Institute of
Company Directors, the Australian Institute of Management and the Australian
Institute of Banking. He is an honorary trustee for the Committee for Economic
Development of Australia and Adjunct Professor & Council Member Global
Sustainability RMIT.

Following the establishment of an audit committee of the Board of the Company,
Mr Maitland is Chairman of that committee.

The Board is confident that shareholders will benefit from the banking and
finance skills that Mr Maitland brings to the Company during this important
phase in the Company's growth.

 

Resolution 3 Remuneration Report
 
Under recent changes to the Corporations Act, a listed entity is now required to
put to the vote a resolution that the remuneration report section of the
director's report be adopted. This remuneration report can be found in the 2005
Annual Report sent to shareholders which accompanies this notice of meeting on
pages 12 to 19. It sets out a range of matters relating to the remuneration of
directors, the secretary and senior managers of the Company. A vote on this
resolution is advisory only and does not bind the Directors nor the Company.

 

Resolution 4 - Remuneration of Non-Executive Directors

It is proposed that shareholders approve an increase in the aggregate fees
payable to the Non-Executive Directors in respect of each financial year of the
Company from the present maximum of $250,000 to a maximum of $400,000 in
aggregate, to be divided between the Non-Executive Directors in such proportion
as the Directors determine and in default of agreement equally but with the
Chairman receiving two and a half times that of the other Non-Executive
Directors.

As the Company grows, the Board is reviewing its spread of expertise and plans
to potentially supplement this with further appointments suitable for an active
production entity. The recent appointment of Mr Maitland to the Board is an
example of this. Directors fees need to be competitive to attract and retain
appropriate expertise and to recognise the increase in workload as a consequence
of increasing corporate governance and compliance regulation. For example, as
the Company is now one of the 300 largest companies listed on ASX, it is
required to implement (and has implemented) an audit committee.

With effect from 1 July 2005 and excluding Board committee fees of $8,000 for
each Non-Executive Director, the Chairman (Mr Colin Smith) receives ongoing
annual Directors' fees of $125,000 exclusive of the 9% superannuation guarantee
charge. The other Non-Executive Directors (Dr Mike Etheridge and Mr Alister
Maitland) receive ongoing annual Directors' fees of $50,000 exclusive of the 9%
superannuation guarantee charge.

The potential aggregate increase in the remuneration of the Non-Executive
Directors is primarily to accommodate the possible appointment of further
Non-Executive Directors to the Board as there is no current capacity to
remunerate any new appointments which might be made.

Details in relation to the Non-Executive Directors are set out in the Annual
Report. The Managing Director (Mr Richard Laufmann) is not entitled to receive
remuneration under this resolution for acting in the capacity of a Director.

 
Resolution 5 - Approval of previous options issues

The ASX Listing Rules restrict the number of securities which a listed entity
may issue in any 12 month period without the approval of shareholders to 15% of
the number of shares on issue at the start of the period subject to certain
adjustments and permitted exceptions. The passing of this resolution will enable
the Company at any time during the next 12 months to issue up to the full 15%
without further reference to shareholders and without the options described
below counting towards this calculation. Any funds raised from the exercise of
the options will be used for working capital purposes. Details of the options
issued are as follows:

* As announced to ASX on 1 February 2005, the Company issued a total of
5 million options to RFC Corporate Finance Limited (as to 2,500,000) and to
Numis Securities Limited (as to 2,500,000) to subscribe for shares in the
Company at an exercise price of 15 cents which vest in two equal tranches at the
end of the two years following admission of the Company shares on the
Alternative Investment Market in the UK, which admission occurred on 3 December
2004. Such options are exercisable at any time on or before the third
anniversary of admission. The options were issued as a consequence of the
recipients' involvements in the admission process.

* As announced to ASX on 1 December 2004, the Company issued a total of
2 million options to three of its employees who are not directors to subscribe
for shares in the capital of the Company at 17.25 cents expiring 30 September
2007. One third of the options are exercisable at any time, one third of the
options are exercisable after 30 September 2005 and one third of the options are
exercisable after 30 September 2006. The purpose of the issue was to provide an
incentive to key employees for the benefit of the Company. The employees were
Joel Forwood (Manager Corporate and Markets) as to 1 million, Chris Finch (Mine
Manager) as to 500,000 and Alan Vasey (Environmental and Community Manager) as
to 500,000.

* As announced to ASX on 2 September 2005 the Company issued a total of
1,500,000 options to an employee who is not a director to subscribe for shares
in the capital of the Company at 25 cents expiring 30 September 2008. One third
of the options are exercisable at any time, one third of the options are
exercisable after 30 September 2006 and one third of the options are exercisable
after 30 September 2007. The purpose of the issue was to provide an incentive to
a new key employee Wojciech Ozga (General Manager) for the benefit of the
Company.

 
The proxy form is available on the company website:
www.ballarat-goldfields.com.au


END



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