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Ramelius Resources Limited

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Ramelius Resources Limited Ramelius Resources Limited ACN 001 717 540 140 Greenhill Road, Unley SA 5061 GPO Box 1373, Adelaide SA 5001 DX 52003, Unley Telephone (08) 8373 6473 / (08) 8373 5588 Facsimile (08) 8373 5917 ASX RELEASE For Immediate Release 24 October 2008 General Manager The Company Announcements Office Australian Stock Exchange Limited PO Box H224 Australia Square Sydney NSW 1215 Dear Sir/Madam, 2008 Annual Report, Notice of Annual General Meeting and Proxy Form Attached are electronic copies of the Ramelius Resources Limited 2008 Annual Report, Notice of Annual General Meeting and Proxy Form which are being mailed to shareholders today. Yours faithfully Dom Francese Company Secretary For personal use only Ramelius Resources Limited ACN 001 717 540 140 Greenhill Road, Unley SA 5061 GPO Box 1373, Adelaide SA 5001 DX 52003, Unley Telephone (08) 8373 5588 / (08) 8373 6473 Facsimile (08) 8373 5917 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Annual General Meeting of Ramelius Resources Limited (Company) will be held at Enterprise House, 136 Greenhill Road, Unley, South Australia on Thursday 27 November 2008 at 11.00 am Adelaide time. AGENDA ORDINARY BUSINESS 1. Address and presentation by Chairman and Managing Director An address and presentation will be given by the Chairman and Managing Director. 2. Annual Financial Report To receive and consider the financial report and the directors’ and auditors’ reports for the year ended 30 June 2008. The Ramelius Resources Limited 2008 Annual Report is now available at: http://www.rameliusresources.com.au under “Reports” and “Annual Reports”. 3. Adoption of Remuneration Report To consider, and put the following resolution to a non binding advisory vote: “That the Remuneration Report required by section 300A of the Corporations Act 2001, as contained in the Company’s Directors Report for the year ended 30 June 2008 is adopted.” 4. Election of Mr RM Kennedy To consider, and if thought fit, pass the following resolution as an ordinary resolution: “That Mr RM Kennedy, being a director of the Company who retires by rotation pursuant to clause 47 of the Company’s constitution, and being eligible, is re-elected as a director of the Company.” For personal use only 5. Election of Mr KJ Lines To consider, and if thought fit, pass the following resolution as an ordinary resolution: “That Mr KJ Lines, being a director of the Company appointed by the directors since the last Annual General Meeting who retires pursuant to clause 47 of the Company’s constitution, and being eligible, is elected as a director of the Company.” [PJK]108785 2 SPECIAL BUSINESS 6. Approval of the Placement of 11,578,948 Shares made in April 2008 To consider, and if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of 11,578,948 fully paid ordinary shares at $0.95 per fully paid ordinary share in April 2008 be approved.” Voting Exclusion The Company will disregard any votes cast in relation to this resolution by or on behalf of any of the allottees as listed in Table 1 of the Explanatory Memorandum which accompanies this notice and any associate of those allottees. However, in respect of this resolution, 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 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. 7. Approval of the Issue of 100,000 Shares on 11 July 2008 To consider, and if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of 100,000 fully paid ordinary shares to Steele Stacey on 11 July 2008 as consideration for acquisition of tenements PL15/4381 and MLA15/1474 be approved.” Voting Exclusion The Company will disregard any votes cast in relation to this resolution by or on behalf of Steele Stacey and any associate of Steele Stacey. However, in respect of this resolution, 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 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. 8. Approval of Grant of Performance Rights to Mr JF Houldsworth under the Performance Rights Plan To consider, and if thought fit, pass the following resolution as an ordinary resolution: For personal use only “That approval be given under ASX Listing Rule 10.14 to the grant of 450,000 performance rights to Mr JF Houldsworth, in accordance with the rules of the Ramelius Resources Limited Performance Rights Plan and on the terms summarised in the Explanatory Memorandum accompanying this Notice.” Voting Exclusion The Company will disregard any votes cast in relation to this resolution by any executive director of the Company and any other person entitled to participate in the 3 PerformanceRights Plan and theirassociates. However, in respectof this resolution, the Companyneed not disregarda vote if: . it is cast by a person as a proxy for a personwho is entitledto vote, in accordancewith the directionson the ProxyForm; or . it is cast by the personchairing the meetingas a proxyfor a personwho is entitledto vote, in accordancewith a directionon the Proxy Formto vote as the proxydecides. 9. Approval of Grant of Performance Rights to Mr lJ Gordon under the PerformanceRights Plan To consider,and if thoughtfit, passthe followingresolution as an ordinaryresolution: "Thatapproval be givenunder ASX ListingRule 10.14to th'egrant of 300,000 performancerights to Mr lJ Gordon, in accordancewith the rules of the Ramelius ResourcesLimited PerformanceRights Plan and on the terms summarisedin the ExplanatoryMemorandum accompanying this Notice." VotinoExclusion The Companywitl disregardany votes cast in relationto this resolutionby any executivedirector of the Companyand any other personentitled to participatein the PerformanceRights Plan and theirassociates. However, in respectof thisresolution, the Companyneed not disregarda vote if: . it is cast by a person as a proxy for a person who is entitledto vote, in accordancewith the directionson the ProxyForm; or r it is cast by the personchairing the rneetingas a proxyfor a personwho is entitledto vote, in accordancewith a directionon the Proxy Forp to vote as the proxydecides. OTHERBUSINESS 10. To transactany furtherbusiness that may be lawfullybrought forward. Furtherinformation regarding the businessto be transactedat the AnnualGeneral Meeting is setout in the accompanyingExplanatory Memorandum. This Notice should be readin conjunctionwith the accompanyingExplanatory Memorandum, which forms part of this Notice. By Orderof the Board ll, ffililIro^-sto- Frrl I For personal use only DomFrancese CompanySecretary 24 October2008 4 EXPLANATORY MEMORANDUM ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON 27 NOVEMBER 2008 1. ADDRESS AND PRESENTATION The Chairman and Managing Director will address the meeting and make a presentation. 2. ANNUAL FINANCIAL REPORT The Annual Financial Report together with the Directors’ and Auditors’ Reports will be laid before the meeting in accordance with section 317 of the Corporations Act 2001. Members will be given the opportunity to ask questions or make comments about the management of the Company and may also ask questions of the Auditor’s representative relevant to the conduct of the audit and the preparation and content of the Auditor’s report. 3. ADOPTION OF REMUNERATION REPORT In accordance with section 250R of the Corporations Act 2001, the Company submits to shareholders for consideration and adoption by way of a non binding resolution its Remuneration Report for the year ended 30 June 2008. The Remuneration Report is a distinct section of the Director’s Report that deals with the remuneration of directors and key management personnel of the Company and can be located on pages 38 to 43 of the 2008 Annual Report and also on the Company’s website at http://www.rameliusresources.com.au under “Reports” and “Annual Reports”. The Remuneration Report includes details of total remuneration of directors and key management personnel of the Company, the components of total remuneration and the Company’s policy for determining the nature and amounts of remuneration of directors and key management personnel. Although the vote on this resolution is advisory only, and does not bind the directors or the Company, the discussion on this resolution and the outcome of the vote will be taken into consideration by the directors when considering the remuneration arrangements of the Company. Shareholders will be given reasonable opportunity at the meeting to discuss the report. The Directors recommend shareholders vote in favour of the resolution. The Chairman intends to vote undirected proxies in favour of the resolution. 4. ELECTION OF MR RM KENNEDY At the date of the Annual General Meeting of members the Board of directors of the Company comprises 5 directors. Of these, one (excluding the Managing Director) is required by the Company’s constitution to retire at the meeting. A retiring director is eligible for re- election. The director that is to retire is Mr Robert Michael Kennedy who has indicated will offer himself for re-election by members at the meeting. A brief summary of Mr Kennedy’s qualifications and experience is as follows. Robert Michael Kennedy ASAIT, Grad, Dip (Systems Analysis), FCA, ACIS, Life member AIM, FAICD.
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