GIP Gippsland

RNS Number:8589K
Gippsland Limited
23 October 2006



                               Gippsland Limited
                               ABN 31 004 766 376

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of shareholders of Gippsland
Limited ("Gippsland" or "the Company") will be held at 207 Stirling Highway,
Claremont WA 6010, Australia, at 10.00am (Perth Time) on Wednesday 29th November
2006.



BUSINESS

The Explanatory Statement which accompanies and forms part of this Notice
describes the matters to be considered as ordinary business and special
business.  Certain abbreviations and other defined terms are used throughout
this Notice.  Defined terms are generally identifiable by the use of an upper
case first letter.  Details of the definitions and abbreviations used are set
out in the Glossary contained in the Explanatory Statement.

ORDINARY BUSINESS

Annual Accounts

To receive and consider the financial report of the Company and the consolidated
financial report of the consolidated entity for the year ended 30 June 2006 and
the reports by the Directors and Independent Auditor.

Resolution 1:       Remuneration Report

To consider and if thought fit, to pass, with or without amendment, the
following as an ordinary resolution:

"The section of the report of the Directors for the financial year ending 30
June 2006 dealing with the remuneration of the Company's Directors, Company
Secretary and Senior Executives be adopted."



*                 Although this resolution is advisory only, this resolution
shall be determined as if it were an ordinary resolution.

*                 This resolution does not bind the Directors or the Company.

Resolution 2:     Re-election of a Director (By Rotation)

To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:

"That Mr John Kenny, being a director of the Company retires by rotation in
accordance with the Constitution and, being eligible, is hereby re-elected as a
director of the Company."

Short Explanation:  The Constitution requires that at the Annual General
Meeting, one-third of the Directors for the time being shall retire from office.
A retiring Director is eligible for re-election

Resolution 3                          Ratify Previous Issue of Options to Chief
Financial Officer - Mr Paul Sims (or his nominee)

To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:

"That, pursuant to Listing Rule 7.4 of the Listing Rules of the ASX, and for all
other purposes, the Company approves and ratifies the allotment and issue of
2,250,000 unlisted options to acquire fully paid ordinary shares in the capital
of the Company  for no consideration exercisable on or before 31 December 2007
at an exercise price of 15 cents each to Mr Paul Sims (or his nominee) on the
terms and conditions as set out in the Explanatory Statement accompanying this
Notice of Meeting.

The Company will disregard any votes cast on this Resolution 3 by Paul Sims or
any associates of Paul Sims.  However, the Company need not disregard a vote if
it is cast by a person as 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.


BY ORDER OF THE BOARD



Mr RJ (Jack) Telford
Director


EXPLANATORY STATEMENT

This Explanatory Statement and all attachments are important documents.  They
should be read carefully.

If you have any questions regarding the matters set out in this Explanatory
Statement or the preceding Notice, please contact the Company, your stockbroker
or other professional adviser.

Certain abbreviations and other defined terms are used throughout this
Explanatory Statement.  Defined terms are generally identifiable by the use of
an upper case first letter.  Details of the definitions and abbreviations used
are set out in the Glossary contained in this Explanatory Statement.

This Explanatory Statement has been prepared for the shareholders of Gippsland
Limited (Gippsland or the Company) in connection with the Annual General Meeting
of the Company to be held on Wednesday 29th November 2006.

1.                   RESOLUTION 1 - REMUNERATION REPORT

In accordance with the Corporations Act, a resolution to adopt the Director's
Remuneration Report must be put to shareholders.  The Remuneration Report which
details the company's policy on the remuneration of non-executive directors,
executive directors, the company secretary and senior executives is set out on
page 22-24 of the Company's 2006 Annual Report.  It is also available on the
Gippsland website at www.gippslandltd.com.

Voting on this resolution is advisory only and does not bind the Company or the
Directors.

2.                   RESOLUTION 2 - RE-ELECTION OF A DIRECTOR (BY ROTATION)

2.1          Background

                Resolution 2 seeks approval for the re-election of Mr John Kenny
as a Director.

The Constitution requires that at an Annual General Meeting of the Company one
third of the Directors for the time being shall retire from office.  A retiring
Director is eligible for re-election.

Mr John Kenny retires by rotation in accordance with this requirement, is
eligible for re-election and puts himself forward for re-election at this Annual
General Meeting.

2.2          Directors' Recommendation

All the Directors (excluding Mr Kenny) recommend that Shareholders vote in
favour of Resolution 2.

3.            RESOLUTION 3 - RATIFY PREVIOUS ISSUE OF OPTIONS TO CHIEF FINANCIAL
OFFICER - MR PAUL SIMS (OR HIS NOMINEE)

3.1          Background

Listing Rule 7.4 permits the ratification of previous issues of securities made
without prior shareholder approval, provided the issue did not breach the 15%
threshold set by Listing Rule 7.1.  The effect of such ratification is to
restore a company's maximum discretionary power to issue further securities up
to 15% of the issued capital of the company without requiring shareholder
approval.

Resolution 3 has been included so that shareholders may ratify pursuant to
Listing Rule 7.4 the previous issue, made on 14 September 2006, of 2,250,000
Options for nil consideration to the Company's Chief Financial Officer, Mr Paul
Sims or his nominee. This previous issue did not breach the 15% threshold set by
Listing Rule 7.1.

The Company wishes to ratify this issue pursuant to Listing Rule 7.4, in order
to allow the Company to have the right to place up to a further 15% of its
issued capital at any time during the next 12 months.

The following information is provided to shareholders for the purposes of
Listing Rule 7.5:

(a)     a total of 2,250,000 Options were allotted;

(b)     the Options were granted for no consideration;

(c)     the terms of the Options are set out in Annexure A;

(d)     the Options were allotted to Mr Paul Sims, or his nominee.  Mr Sims (and 
        his associates) is not a related party of the Company; and

(e)     no funds were raised by the grant of the Options.

3.2     Directors' Recommendation

If Resolution 3 is passed, the 15% Limit imposed by Listing Rule 7.1 will be
renewed to the extent of the ratification.  The Directors of the Company
unanimously recommend that Shareholders vote in favour of Resolution 3.

4.             ENQUIRIES

Shareholders are invited to contact the Company Secretary, Rowan Caren on (08)
9389 8611 if they have any queries in respect of the matters set out in these
documents.



                  TERMS OF OPTIONS THE SUBJECT OF RESOLUTION 3

The following are the terms and conditions of the 2,250,000 Options the subject
of Resolution  3 being put before shareholders.

*         The options will be issued for nil consideration;

*         An option certificate will be issued for the 2,250,000 options;

*         The options will expire at 5.00pm Perth time on 31 December 2007
("Expiry Date");

*         The option is a right in favour of the option holder to subscribe for
one fully paid ordinary share;

*         The option holder may exercise options any time prior to the Expiry
Date;

*         Shares allotted to option holders on exercise of options will be
issued at 15 cents each ("Exercise Price");

*         The Exercise Price of shares the subject of the options will be
payable in full on exercise of the options;

*         Options will be exercisable by the delivery to the registered office
of the Company of a notice in writing stating the intention of the option holder
to:

(a)     exercise all or a specified number of options (but in multiples of
250,000); and

(b)     pay the subscription monies in full for the exercise of each option
("Notice").

*         The Notice must be accompanied by the option certificate and a cheque
made payable to the Company for the subscription monies for the shares.  An
exercise of only some options will not affect the rights of the option holder to
the balance of the options held by the option holder.  The Notice must be
received by the Company prior to the Expiry Date.

*         The Company will allot the resultant shares and deliver the holding
statement within ten (10) business days of the exercise of the options;

*         The Company will not apply for official quotation on ASX and AIM of
any of the options;

*         The options will not be transferable;

*         Shares allotted pursuant to an exercise of the options shall rank,
from the date of allotment, equally with existing ordinary fully paid shares of
the Company in all respects;

*         The Company will in accordance with the applicable Listing Rules make
application to have shares allotted pursuant to an exercise of options listed
for official quotation on ASX and AIM;

*         In the event of any reconstruction (including consolidation,
subdivision, reduction or return of capital) of the issued capital of the
Company, the number of the options or the exercise price of the options or both
will be reconstructed (as appropriate) in accordance with the Listing Rules of
ASX; and

*         The options will not give any right to participate in dividends, bonus
issues or new issues until shares are allotted pursuant to the exercise of the
relevant options.   There is no right to change the exercise price of options if
the Company completes a bonus or new issue.







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            The company news service from the London Stock Exchange
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