AQUARIUS PLATINUM LIMITED: Proposed Amendment to Resolution to be considered at AGM AQUARIUS PLATINUM LIMITED 26 November 2012 PROPOSED AMENDMENT TO RESOLUTION TO BE CONSIDERED AT AGM Aquarius Platinum Limited ("Aquarius Platinum" or the "Company") has convened an annual general meeting to be held at 9.00am on Friday, 30 November 2012 at Clarendon House, 2 Church Street, Hamilton, Bermuda (the "AGM"). As set out in the Company's notice of annual general meeting released on 31 October 2012 ("Notice of Meeting"), the purpose of the AGM is to consider, amongst other matters, Resolution 6 which seeks shareholder approval (by special resolution) to authorise the directors to allot equity securities for cash without first being required to offer such securities to existing shareholders in accordance with the pre-emptive rights provisions included in Aquarius' Bye-laws (the "Resolution"). By way of background, the Bye-laws were amended in 2011 to include Bye-law 51.2A, which provides that the Company must not allot equity securities for cash to any person without first offering them to existing shareholders in proportion to their existing holdings. The Resolution authorises the directors to allot a certain amount of equity securities for cash without following the pre-emptive rights provisions. Under the existing terms of the Resolution, the authority to be conferred by shareholder approval is limited to 73,027,700 shares (or a nominal amount of US$3,651,385) which is equivalent to 15% of Aquarius Platinum's issued capital as at 31 October 2012. This is the limit which the Company has complied with in the past, being that set under ASX Listing Rule 7.1 and the limit which was approved by shareholders at the Company's AGM in 2011. Following consultation with shareholders, Aquarius Platinum has decided to propose an amendment to the Resolution at the upcoming AGM so as to reduce the limit of this authority from 15% to 5% of the Company's issued capital as at 31 October 2012 ("Revised Resolution"). This new limit equates to 24,342,566 shares or a nominal amount of US$1,217,128 and is consistent with the UK accepted limit generally adopted by companies with a premium listing on the LSE. All other terms of the Resolution will remain the same, including that it needs to be passed as a special resolution, being a resolution passed by a majority of not less than 75% of all votes cast by shareholders entitled to vote on the resolution. The Revised Resolution to be proposed at the AGM will read as follows: Resolution 6 : Disapplication of pre-emptive rights To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution: "That, in accordance with Bye-law 51.2A(f) the Directors be given power to allot Equity Securities (including, for the avoidance of doubt, any Common Shares held as treasury shares immediately before their sale) for cash pursuant to the authority conferred on them by Bye-law 51.2 as if Bye-law 51.2A(a) did not apply to any such allotment provided that: a. this power shall be limited to the allotment of Equity Securities up to a maximum amount of 24,342,566 Shares (or a nominal amount of US$1,217,128); and b. this power shall expire on the conclusion of the Company's next annual general meeting or, if earlier, close of business on 28 February 2014, however the Company may, before the expiry of this power, make offers or agreements which would or might require Equity Securities to be issued after such expiry and, notwithstanding such expiry, the Directors may issue Equity Securities in pursuance of such offers or agreements as if this power had not expired." If approved, the Directors will be authorised to issue up to 24,342,566 shares (or a maximum nominal amount of US$1,217,128), without first offering them to shareholders on a pro rata basis. This authority will continue until the conclusion of the Company's next annual general meeting or 28 February 2014, whichever is the earlier. The Chairman's motion to amend the Resolution will be put to the AGM immediately prior to the Revised Resolution being put to shareholders at the meeting. Other than the effect on the extent of the authority being reduced from 15% to 5% of the Company's issued capital, the change has no effect on the nature or substance of the Resolution or the information contained in the explanatory notes to the Notice of Meeting. Proxy forms that have already been lodged by shareholders will remain valid for the AGM and for the Revised Resolution. Proxies already received from shareholders in respect of the Resolution will be voted for or against the Revised Resolution in the same manner as indicated in the proxy form unless a further proxy form is received with respect to the Revised Resolution. Shareholders who have already lodged a proxy form but wish to change their vote in relation to the Revised Resolution may lodge a new proxy form in relation to the Revised Resolution. A revised proxy form relating to the Revised Resolution is attached to this announcement and copies may also be obtained by contacting the Company on +61 8 9367 5211. All completed proxy forms must be returned not less than 48 hours before the time for holding the AGM, in accordance with the instructions on the form. For further information please contact: Jean Nel + 27 12 001 2001 Willi Boehm +61 8 9367 5211 PROXY AND VOTING ENTITLEMENT INSTRUCTIONS PROXY INSTRUCTIONS Shareholders are entitled to appoint one or more persons (including a body corporate) to act as proxies to attend and vote on their behalf. Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the Shareholder's voting rights. If a body corporate is appointed as proxy, the body corporate may appoint an individual as a representative to exercise its powers at the Meeting. The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at or sent by facsimile transmission to one of the following locations, not less than 48 hours before the time for holding the Meeting, or adjourned Meeting as the case may be, at which the person named in the proxy form proposes to vote. Aquarius Platinum Corporate Services Codan Services Pty Ltd OR Clarendon House PO Box 485 2 Church Street SOUTH PERTH WA 6951 Hamilton HM CX AUSTRALIA BERMUDA Facsimile (618) 9367 5233 Facsimile (441) 292 4720 The proxy form must be signed by the Shareholder or his/her attorney duly authorised in writing or, if the Shareholder is a corporation in a manner permitted by the Company's Bye-laws and the Companies Act. The proxy may, but need not, be a Shareholder of the Company. In the case of shares jointly held by two or more persons, all joint holders must sign the proxy form. A proxy form is attached to this Notice. VOTING ENTITLEMENT For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7pm (AEDST) on Wednesday, 28 November 2012. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting. I/We ________________________________________________________________________________ ______________________ Of______________________________________________________________________________ ___________________________ being a shareholder/(s) of Aquarius Platinum Limited ("Company") and entitled to ___________________________________ shares in the Company hereby appoint ________________________________________________________________________________ _______________ of ________________________________________________________________________________ __________________ or failing him/ her_____________________________________________________________________________ _________________ of______________________________________________________________________________ ____________________________ or failing him/her the Chairman of the annual general meeting, being a representative of Conyers, Dill and Pearman, the Company's Bermuda counsel (and not the chairman of the Company) as my/our proxy to vote for me/us and on my/ our behalf at the annual general meeting of the Company to be held at Clarendon House, 2 Church Street, Hamilton, Bermuda at 9:00 am on Friday, 30 November 2012 and at any adjournment thereof in respect of ___________________________ of my/our shares or, failing any number being specified, ALL of my/our shares in the Company. If more than one proxy is appointed, the proportion of voting rights this proxy is authorised to exercise is [ ]%. (An additional proxy form will be supplied by the Company on request.) In relation to undirected proxies, the Chairman intends to vote in favour of the Revised Resolution. If you wish to indicate how your proxy is to vote, please tick the appropriate places below. If no indication is given on the Revised Resolution, the proxy may abstain or vote at his or her discretion. I/we direct my/our proxy to vote as indicated : REVISED RESOLUTION For Against Abstain 6. Disapplication of pre-emptive rights As witness my/our hand/s this day of 2012 If a natural person: SIGNED by ) in the presence of: ) ____________________________ _______________________ ____________________ Name (Printed) Witness Name (Printed) If a company: EXECUTED by ) _______________________ ____________________ in accordance with its ) Director Director/Secretary constitution ) _______________________ ____________________ Name (Printed) Name (Printed) If by power of attorney: SIGNED for and on behalf of ___________________________) _______________________________________ Signature of Attorney by ________________________________________________) ) under a Power of Attorney dated and who) _______________________________________ declares that he/she has not received any revocation of such Power ) Signature of Witness of Attorney in the presence of: END -0- Nov/26/2012 07:00 GMT
AQUARIUS PLATINUM LIMITED: Proposed Amendment to Resolution to be considered at AGM
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