SPEECH FOR ANNUAL GENERAL MEETING THURSDAY 22 NOVEMBER 2012 10:00 a.m. Royal Automobile Club of Australia, The Elizabeth Room, Level 2, 89 Macquarie Street Sydney, NSW
ENERGY WORLD CORPORATION LIMITED ACN 009 124 994 ANNUAL GENERAL MEETING HELD ON THURSDAY 22 NOVEMBER 2012, AT 10:00 A.M. AT ROYAL AUTOMOBILE CLUB OF AUSTRALIA THE ELIZABETH ROOM, LEVEL 2, 89 MACQUARIE STREET SYDNEY, NSW AUSTRALIA. 1. WELCOME / QUORUM Ladies and Gentlemen, I welcome you to the Annual General Meeting of the Shareholders of Energy World Corporation Limited ( Company or EWC ). I am Brian Jeffrey Allen, the appointed Chairman of this meeting. As we have a quorum, I now declare the annual general meeting open. I will now introduce your directors. On my right is Mr. Stewart William George Elliott, our EWC Chairman, Managing Director, Chief Executive Officer (CEO); Mr. Ian William Jordan, our Executive Director and Company Secretary; and on my left is Mr. Michael Philip O Neill, our Independent Non-Executive Director; Dr. Brian Derek Littlechild, our Independent Non-Executive Director; Mr. Leslie James Charles, our Independent Non-Executive Director. I note the presence of Mr. Scott Jarrett and Mr. Matthew Connolly of Ernst & Young, our Company s Auditor. I also note the presence of Mr. James Rosza and Ms. Clare Brown of Corrs Chambers Westgarth, our Legal Adviser, and thank them for their attending. All presentations made by the Company will be lodged on the Company s website (http://www.energyworldcorp.com/). Page 2 of 8
FORMAL BUSINESS 2. REGISTER I advise that the Register of Members is hereby tabled and is available for your inspection. 3. PROXIES The proxies received are held by the Company s Share Registry and available for inspection. 4. MINUTES OF PREVIOUS MEETING The minutes of the previous annual general meeting held on Thursday 27 October 2011 signed by Mr. Brian Allen as a Chairman of that meeting as a true and correct record are hereby tabled and available for your inspection. 5. NOTICE OF MEETING The Notice of Annual General Meeting has been sent to all the shareholders and additional copies are available at the door. I propose that each of the resolutions as set out in the Notice of Annual General Meeting be taken as read. Can I have someone to move the motion? thank you. May I have a seconder for the motion?.thank you. Thank you ladies and gentlemen, I therefore put the motion to vote. All those in favour, please raise your hand...those against. I declare the motion carried. 6. PROCEDURE OF MEETING The first item of ordinary business is the tabling of the financial reports and the directors and auditors reports. Page 3 of 8
As is common practice with most companies, the reports will be tabled, but will not be the subject of a resolution, as it is not required by the Corporation Act. The second item of business is the re-election of two Non-Executive Directors. Under the Corporations Act and the company s constitution, certain Directors must retire at the AGM and may offer themselves for election or re-election. The third item of business is to consider the appointment of Ernst & Young as the Company s Auditor. The fourth item of business is a resolution for the adoption of the remuneration report, which is set out in the Company s 2012 Annual Report. 7. PRESENTATION OF FINANCIAL STATEMENTS AND REPORTS I hereby table the Annual Financial Statements for the year ended 30 June 2012 together with the Director s Report and Auditor s Report in respect of those Financial Statements. These are available at the Company website (http://www.energyworldcorp.com/), and are available here today for inspection. Those members requiring a specific copy can also apply to the Company. Are there any questions in respect of the Annual Financial Statements or Directors Report? No resolution is required but I now invite shareholders to comment or raise any questions in respect of the Auditor s Report or the conduct of the audit? The Annual Financial Statements have now been received and considered. Before we move on to the Resolution 1, I am pleased to announce that in respect of all resolutions, the voting has been in favour of all resolutions however to comply with the regulations we will table and detail the resolutions. Thank you ladies and gentlemen, I will move to Resolution 1. 8. RESOLUTION 1 Re-election of a Non-Executive Director As stated in the Notice, several Non-Executive Directors must retire at the AGM and are eligible for re-election. Page 4 of 8
As required by the ASX, separate resolutions will be put for each Non-Executive Director. All Non-Executive Directors details are set out in the Directors report on Pages 4-6 of the Company s 2012 Annual Report, so I will not repeat those details. I now have pleasure in recommending to consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That Mr. Michael Philip O Neill, a Non-Executive Director retiring by rotation in accordance with the Company s Constitution and being eligible offers himself for reelection, be re-elected as a Non-Executive Director of the Company." Shareholders are advised that the Company has received the following proxies for the Resolution 1. Res 1 Re-election of Mr. Michael Philip O Neill FOR AGAINST OPEN ABSTAIN Proxies Proxies Proxies Proxies 533,470,017 76,104,283 1,176,318 369,150,903 Do I have someone to move the motion that the Resolution 1 dealing with the reelection of Mr. Michael Philip O Neill as a Non-Executive Director of the Company be passed,..thank you. May I have a seconder for the motion..thank you. All those in favour, please raise your hand..those against. I declare the motion carried and congratulate Mr. Michael Philip O Neill on his reelection. 9. RESOLUTION 2 Re-election of a Non-Executive Director I now have the pleasure in recommending to consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That Dr. Brian Derek Littlechild, a Non-Executive Director retiring by rotation in accordance with the Company s Constitution and being eligible offers himself for reelection, be re-elected as a Non-Executive Director of the Company." Shareholders are advised that the Company has received the following proxies for the Resolution 2. Page 5 of 8
Res 2 Re-election of Dr. Brian Derek Littlechild FOR AGAINST OPEN ABSTAIN Proxies Proxies Proxies Proxies 533,271,797 76,301,878 1,176,943 369,150,903 Do I have someone to move the motion that the Resolution 2 dealing with the reelection of Dr. Brian Derek Littlechild, a Non-Executive Director of the Company be passed,..thank you. May I have a seconder for the motion..thank you. All those in favour, please raise your hand..those against. I declare the motion carried and congratulate Dr. Brian Derek Littlechild on his reelection. 10. RESOLUTION 3 Appointment of Auditor We now move to the third resolution, to appoint Ernst & Young as the Company s Auditor. Ernst & Young having been nominated for appointment has consented to act as Auditor. To consider and, if thought fit, to pass the following resolution as an ordinary resolution: That Ernst & Young be appointed as Auditor of the Company Shareholders are advised that the Company has received the following proxies for the Resolution 3. Res 3 Re-election of Ernst & Young as Auditor FOR AGAINST OPEN ABSTAIN Proxies Proxies Proxies Proxies 974,248,671 1,294,279 4,317,318 41,253 Do I have someone to move the motion that the Resolution 3 dealing with the appointment of Auditor be passed, thank you. May I have a seconder for the motion..thank you. All those in favour, please raise your hand..those against. Page 6 of 8
. I declare the motion carried and congratulate Ernst & Young on their appointment 11. RESOLUTION 4 Remuneration Report Under the Corporations Act, listed companies are now required to include as part of their Directors report a remuneration report, which includes specific information. The Directors have prepared a remuneration report to 30 June 2012 and it is included in the Company s Annual Report on pages 52 to 56. Under the Corporations Act, the Company is required to put the Remuneration Report to the vote of Shareholders. The provisions of the Australian Corporations Act provide that there need only be an advisory vote of Shareholders. This resolution is advisory only and does not bind the Directors of the Company. Of itself a failure of Shareholders to pass this resolution will not require the Directors to alter any of the arrangements in the Remuneration Report, however the Board will take the outcome of the vote into consideration when considering the remuneration policy. Should this resolution receive No votes amounting to more than 25 percent of total in two successive years a vote on whether to call a Spill Meeting when all Directors must stand for re-election, will be put at the AGM when the second Strike is recorded. Consequently, this resolution will require a poll to ensure that the 25 percent threshold is not breached. We now move to consider and, if thought fit, to pass the following resolution as an ordinary resolution: That the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum. Shareholders are advised that the Company has received the following proxies for the Resolution 4. Res 4 Adoption of Remuneration Report FOR AGAINST OPEN ABSTAIN Proxies Proxies Proxies Proxies 611,078,835 32,615,594 1,168,800 246,808 Page 7 of 8
Do I have someone to move the motion that the Resolution 4 dealing with the Remuneration Report be passed,..thank you. May I have a seconder for the motion..thank you. All those in favour, please raise your hand..those against. 12. BUSINESS REPORT FROM MANAGEMENT Mr. Stewart Elliott and I will now make a presentation to the meeting. 13. OPEN FOR QUESTIONS Ladies and Gentlemen, I now open the meeting to all the shareholders to ask questions on the Company. If the shareholders have any questions, the directors will be happy to take those questions. 14. CLOSURE Ladies and Gentlemen, I now conclude the business of which notice has been given. Ladies and Gentlemen, I declare the meeting closed. Thank you for all of your attendance today, please join the directors for refreshments. ****** Page 8 of 8