HAVILAH RESOURCES NL

HAVILAH RESOURCES NL
ABN 39 077 435 520
--------------------------------------------------------------------------------------NOTICE OF ANNUAL GENERAL MEETING
EXPLANATORY MEMORANDUM
PROXY FORM
----------------------------------------------------------------------------------------
Date of Meeting
Tuesday, 16 December 2014
Time of Meeting
10.00 am (CDST)
Place of Meeting
The Science Exchange, 55 Exchange Place, Adelaide, South Australia
1
NOTICE OF ANNUAL GENERAL MEETING
HAVILAH RESOURCES NL
ABN 39 077 435 520
Notice is hereby given that the Annual General Meeting of members of Havilah Resources NL will be held
at The Science Exchange, 55 Exchange Place, Adelaide, South Australia at 10:00 am (CDST) on Tuesday,
16 December 2014 for the purpose of transacting the following business.
ORDINARY BUSINESS
1. FINANCIAL STATEMENTS AND REPORTS
To receive and consider the Financial Report of the Company and its controlled entities and the Reports of
the Directors and the Auditor in respect of the year ended 31 July 2014.
The Havilah Resources NL 2014 Annual Report is available at:
http://www.havilah-resources.com.au/pdf/Havilah_Resources_NL-Annual_Report_2014.pdf
Note: Except for as set out in Resolution One there is no requirement for shareholders to approve these
reports. Accordingly no resolution will be put to shareholders on this item of business.
2. RESOLUTION ONE: REMUNERATION REPORT
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That, for the purposes of Section 250 of the Corporations Act, the Remuneration Report for the year ended
31 July 2014, as set out in the Directors Report in the 2014 Annual Report, be adopted.”
Voting exclusion statement
The Company will disregard any votes cast (in any capacity) on Resolution One by any Key
Management Personnel, the details of whose remuneration are included in the Remuneration Report,
and any Closely Related Party of such Key Management Personnel. 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, and the proxy form expressly authorises the Chairman to exercise the
proxy even if the resolution is connected directly or indirectly with the remuneration of a member of
the Key Management Personnel.
3. RESOLUTION TWO: ELECTION OF MR KEN WILLIAMS AS A DIRECTOR
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That Mr Ken Williams being a director of the Company who retires in accordance with Article 80(1) of the
Constitution of the Company and being eligible, offers himself for re-election, be elected as a director with
immediate effect.”
4. RESOLUTION THREE: CONVERSION TO A PUBLIC COMPANY LIMITED BY SHARES,
ADOPTION OF A NEW CONSTITUTION AND CHANGE OF NAME
To consider and, if thought fit, pass the following resolution as a special resolution:
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"That:
(a)
For the purposes of sections 162, 163 and 164 of the Corporations Act and for all other purposes,
the Company be converted from a public no liability company to a company limited by shares;
(b)
Subject to and on and from obtaining the approval of the Australian Securities & Investments
Commission of the Company’s application to change its status to a public company limited by
shares:
(i) For the purpose of section 136 of the Corporations Act and for all other purposes, Havilah
adopt as the constitution of the Company the constitution tabled at the Annual General Meeting
and initialled by the Chairman at the Meeting for the purposes of identification, in substitution
for and to the exclusion of the existing constitution of the Company which is repealed; and
(ii) For the purpose of section 157 of the Corporations Act and for all other purposes, the name of
the Company be changed to Havilah Resources Limited.”
DATED this 14 November 2014
BY ORDER OF THE BOARD
Walter Richards
Chief Financial Officer & Company Secretary
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NOTES:
Definitions:
Terms used in this Notice which are defined in the Explanatory Memorandum which is attached to and
forms part of this Notice, have the meanings ascribed to them therein.
Proxies:
A member entitled to attend this Meeting and vote is entitled to appoint a proxy to attend and vote for the
member at the Meeting. A proxy need not be a member. If the member is entitled to cast 2 or more votes at
the Meeting the member may appoint 2 proxies and may specify the proportion or number of votes each
proxy is appointed to exercise. If a member appoints 2 proxies and the appointment does not specify the
proportion or number of the member’s votes each proxy may exercise, each proxy may exercise half of the
votes. A form of proxy accompanies this Notice.
The instrument appointing a proxy must be lodged, and any power of attorney or an office copy of a notarial
certified copy thereof under which an attorney for a member appoints a proxy must be lodged, at the Share
Registry of the Company, Computershare Investor Services Pty Limited, GPO Box 242, Melbourne,
Victoria, 3000 or received by Facsimile on 1800 783 447 (within Australia), or +61 3 9473 2555 (outside
Australia), or at the Company’s registered office 31 Flemington Street, Glenside, South Australia, 5065, not
less than forty eight (48) hours before the time appointed for the Meeting or adjourned Meeting.
Corporate Representative
Any corporate member of the Company who has appointed a person to act as its corporate representative at
the Meeting should provide that person with a certificate or letter executed in accordance with the
Corporations Act authorising him or her to act as that company’s representative. The authority may be sent
to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a
corporate representative.
Voting Entitlement
The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth)
that the persons eligible to vote at the Meeting are those who are registered as shareholders at 7 pm (CDST)
as of 12 December 2014.
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EXPLANATORY MEMORANDUM
This Explanatory Memorandum forms part of a Notice convening the Annual General Meeting of
Shareholders of the Company to be held on 16 December 2014. This Explanatory Memorandum is to assist
Shareholders in understanding the background to and the legal and other implications of the Notice and the
reasons for the resolutions proposed. Both documents should be read in their entirety and in conjunction
with each other. Certain terms used herein are defined in the Glossary at the end of this document.
ITEM 1: FINANCIAL STATEMENTS AND REPORTS
The Corporations Act requires the Financial Report (which includes the Financial Statements and Directors
Declaration), the Directors Report and the Auditor’s Report to be put before the Annual General Meeting.
There is no requirement either in the Corporations Act or in the Company’s Constitution for members to
approve the Financial Report, the Directors Report or the Auditor’s Report. Members will have a reasonable
opportunity at the meeting to ask questions and make comments on these Reports and on the business and
operations of the Company. Members will also be given a reasonable opportunity to ask the auditor
questions about the Auditor’s Report and the conduct of the audit of the Financial Report.
RESOLUTION ONE: REMUNERATION REPORT
The Remuneration Report, which details the Company’s policy on the remuneration of Non-Executive
Directors, Executive Directors, and other Key Management Personnel, is set out within the Directors
Report of the Company’s 2014 Annual Report. A reasonable opportunity will be provided for
discussion of the Remuneration Report at the Meeting. Section 250R(2) of the Corporations Act
requires that a resolution to adopt the Remuneration Report be put to the vote of the Company.
Shareholders should note that the vote on Resolution One is advisory only and, subject to the matters
outlined below, will not bind the Company or the Directors. However, the Board will take the outcome
of the vote into consideration when reviewing the Company’s remuneration policy.
With effect from 1 August 2011 the Corporations Amendment (Improving Accountability on Director
and Executive Remuneration) Act 2011 (Cth) amended the Corporations Act to prohibit a vote on this
resolution being cast (in any capacity) by any Key Management Personnel, and any Closely Related
Party of such Key Management Personnel, the details of whose remuneration are included in the
Remuneration Report.
However, a person described above may cast a vote on Resolution One if the vote is not cast on behalf
of a person described above and either:
(i)
The person does so as a proxy appointed by writing that specifies how the proxy is to vote
on the proposed resolution; or
(ii)
The Chairman of the Meeting is appointed as proxy and the proxy form expressly
authorises the Chairman to exercise the proxy even if the resolution is connected directly
or indirectly with the remuneration of a member of the Key Management Personnel.
Please note, in accordance with sections 250R(4) and 250R(5) of the Corporations Act, the Chairman
will not vote any undirected proxies in relation to Resolution One unless the shareholder expressly
authorises the Chairman to vote in accordance with the Chairman’s stated voting intentions. If the
Chairman of the Meeting is your proxy (or becomes your proxy by default), by completing the attached
proxy form, you will expressly authorise the Chairman to exercise your proxy on Resolution One even
though it is connected directly or indirectly with the remuneration of a member of Key Management
Personnel for the Company, which includes the Chairman.
Alternatively, if you appoint the Chairman as your proxy, you can direct the Chairman to vote for or
against or abstain from voting on Resolution One by marking the appropriate box on the proxy form.
As a further alternative, Shareholders can nominate as their proxy for the purpose of Resolution One, a
proxy who is not a member of the Company’s Key Management Personnel or any of their Closely
Related Parties. That person would be permitted to vote undirected proxies.
The Chairman intends to vote all available undirected proxies held by him in favour of Resolution One.
5
RESOLUTION TWO: ELECTION OF MR KEN WILLIAMS AS A DIRECTOR
In accordance with the Listing Rules and Article 80(1) of the Company’s Constitution, Mr Ken Williams
retires as a director of the Company. He is eligible for re-election. Mr Ken Williams offers himself for reelection as a director of the Company.
Mr Ken Williams has been the Chairman of the Board of Directors since 11 November 2013.
Mr Ken Williams has extensive experience in mining finance and has previously held roles in the treasury
operations at Qantas Airways Limited and Normandy Mining Limited, before becoming Chief Financial
Officer of Normandy, then Group Executive Finance and Business Manager at Newmont Australia Limited.
Mr Ken Williams’ re-election and his role as Chairman will see Havilah continue to benefit from his broad
corporate experience, especially in the mining industry.
Directors Recommendation:
Dr Chris Giles and Mr Paul Mertin recommend shareholders vote in favour of Resolution Two.
RESOLUTION THREE: CONVERSION TO A PUBLIC COMPANY LIMITED BY SHARES,
ADOPTION OF A NEW CONSTITUTION AND CHANGE OF NAME
Special Resolution:
A special resolution must be passed by at least 75% of the votes cast on the resolution by shareholders
entitled to vote on it.
Change of status - conversion to a public company limited by shares
Recommendation for change of status
Your Directors recommend that Havilah change its status from a public no liability company to a public
company limited by shares.
Section 162 of the Corporations Act provides that, where all of the issued shares of a company are fully paid
up, that company may change from a public no liability company to a public company limited by shares by
passing a special resolution resolving to so change its status, subject to approval by ASIC.
Conversion to a public company limited by shares will simplify the Company’s capital structure. Public
companies limited by shares are the most common type of company listed on ASX. Your Directors believe
that, in changing to a public company limited by shares, Havilah’s ability to raise capital and pursue its
business development objectives will be enhanced as a result of having a capital structure that is more
readily understood by potential investors and their advisers.
Formerly the main advantage for a no liability company was the ability to issue shares at below par value.
The concept of par value no longer exists and this advantage is no longer material.
The proposed new constitution will also modernise the Company’s constitution, incorporating changes made
to the Corporations Act and ASX Listing Rules since the existing constitution (formerly called the
‘Memorandum and Articles of Association’) was adopted in 1997.
Differences between a no liability company and a company limited by shares
The principal difference between a no liability company and a company limited by shares is that a
shareholder of a no liability company has no obligation to pay calls on their shares, although their shares are
liable to be forfeited if they do not do so.
In contrast, a shareholder of a company limited by shares has a contractual obligation to pay any amount
unpaid on their shares in the event of a call of the unpaid amount, and may be sued if they fail to pay such a
call.
Havilah does not have any partly paid shares on issue, and the matter of payment for partly paid shares
would be of practical importance only if you accepted an offer by the Company of partly paid shares in the
future.
Current shareholders, all of whom hold fully paid shares, have no obligation to contribute further funds to
the Company. If Havilah did offer partly paid shares for subscription the maximum liability of the holders of
such shares would be the amount unpaid on the shares.
The change from a no liability company to a company limited by shares will not affect the Company’s
existing property, rights or obligations.
6
Procedure for changing company type
The procedure for conversion of Havilah to a company limited by shares is set out in sections 162, 163 and
164 of the Corporations Act. The proposed conversion must be approved by shareholders by special
resolution. A copy of the special resolution must be lodged with ASIC within 14 days after its passage.
Notice of ASIC’s intention to alter the details of the Company’s registration must be included in ASIC’s
database and published in the ASIC Gazette. Subject to an order of the Court or the Administrative Appeals
Tribunal, ASIC must alter the details of the Company’s registration to reflect the change in the Company’s
status to a public company limited by shares, one month after the gazette notice has been published.
The change will not take effect until four weeks after notice of the change has been published in the ASIC
Gazette.
Change of Name
The change of Havilah’s company type from a no liability company to a company limited by shares requires
that Havilah change its name from Havilah Resources NL to Havilah Resources Limited.
Pursuant to section 157 of the Corporations Act a company may change its name by a special resolution of
shareholders.
The Proposed New Constitution
The proposed change of Havilah’s company type from a public no liability company to a public company
limited by shares also requires the adoption of a new constitution suited to the altered status.
A summary of the material differences between Havilah’s existing constitution and the proposed new
constitution is set out below. As required by ASX Listing Rule 15.3, the proposed new constitution has been
approved by ASX.
A full copy of the proposed new constitution is available to shareholders free of charge, on request. You can
obtain a copy of the new constitution:
x
At Havilah’s office at 31 Flemington Street, Glenside SA;
x
On the Company's website www.havilah-resources.com.au;
x
By calling the Company Secretary on (08) 8338 9292; or
x
By requesting a copy by email to [email protected]
Shareholders should review the terms of the proposed new constitution carefully and, if you have any
doubts, seek the advice of your legal or financial adviser.
Why a New Constitution?
The proposed change of the status of Havilah from a no liability company to a company limited by shares is
best served by a modern constitution best suited to a company limited by shares.
In addition, the current constitution of the Company is over 17 years old and consequently is outdated in
many respects, resulting in some constraints in and costs to the company that are unnecessary in today’s
contemporary operating environment.
Principal Aspects of the Proposed New Constitution
The proposed new constitution is in a usual and standard form for a constitution of a modern public
company listed on the Australian Securities Exchange. It reflects changes to the Corporations Act and the
Listing Rules of ASX Limited.
Apart from ensuring the Company's constitution is up-to-date and complies with all statutory and regulatory
requirements, the proposed new constitution has been drafted to provide optimal flexibility by ensuring so
far as possible that it does not impose restrictions beyond those required by the Corporations Act or Listing
Rules, including any future changes to the Corporations Act or ASX Listing Rules.
Material Changes to the Current Constitution
Most importantly, the proposed new constitution incorporates provisions reflecting Havilah’s proposed new
status as a public company limited by shares.
The proposed new constitution does not:
x Grant any additional benefits to Directors or any other related parties without the approval of
shareholders;
x Affect the rights of any class of shareholders; or
x Reduce any material rights or entitlements of shareholders.
7
The principal changes the new constitution will make to the current constitution are set out in the following
table:
Subject
Difference
Table of contents
The proposed new constitution includes clause headings, and has a table of
contents, to make provisions easier to find.
Updated for changes in
the law and listing rules
The proposed new constitution reflects current provisions of the
Corporations Act 2001 and the Listing Rules. It has also been drafted to
accommodate any future amendments to the Corporations Act and Listing
Rules.
Objects of the Company
The Corporations Act requires the constitution of a no liability company to
state that the company’s sole objects are mining purposes. The proposed
new constitution will not so limit Havilah’s activities.
Par value
The concept of par value no longer exists and so is not included in the
proposed new constitution.
Removal of Directors
Under the existing constitution a Director is automatically removed if the
Director becomes insolvent, of unsound mind or is absent without the
consent of the Directors from Board meetings for a 6 month period. Under
the proposed new constitution, a Director may be removed only by the
shareholders in a General Meeting. The Corporations Act also provides
details of when a Director is disqualified from being a Director.
Declaration of dividends The proposed new constitution allows the Directors to declare dividends
without confirmation by the Company in a General Meeting.
Declaration of
Directors’ Interests and
Voting
The proposed new constitution specifies more clearly circumstances in
which a Director must declare their personal interests and vote on such
matters consistent with the Corporations Act.
Small holdings
The provisions of the proposed new constitution do not specify a
requirement for a minimum price for a sale of less than marketable share
parcels where shareholders do not object to the sale, or require annual
renewal of the relevant clause (clause 12).
Officers indemnity
Under the proposed new constitution, the Company will be required to
indemnify officers for liabilities incurred as an officer of the Company only
to the extent permitted by the Corporations Act (clause 63).
Directors Recommendation:
The Directors unanimously recommend Shareholders vote in favour of Resolution Three.
8
GLOSSARY
ASIC means Australian Securities and Investments Commission.
ASX means ASX Limited (ACN 008 624 691).
Board means the board of directors of the Company.
Closely Related Party of a member of the Key Management Personnel means:
(a) A spouse or child of the member;
(b) A child of the member’s spouse;
(c) A dependant of the member or of the member’s spouse;
(d) Anyone else who is one of the member’s family and may be expected to influence the member or be
influenced by the member, in the member’s dealings with the Company; or
(e) A company the member controls.
Company or Havilah means Havilah Resources NL.
Constitution means the constitution of the Company.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company.
Key Management Personnel means those persons having authority and responsibility for planning,
directing and controlling the activities of the Company directly or indirectly, including any Director
(whether executive or otherwise).
Listing Rules means the official listing rules of ASX.
Meeting means the meeting of Shareholders convened by the Notice.
Notice means the Notice of Annual General Meeting to which this Explanatory Memorandum is attached.
Share means a fully paid ordinary share in Havilah.
Shareholder means a holder of a Share.
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Lodge your vote:
 By Mail:
*S000001Q01*
Computershare Investor Services Pty Limited
GPO Box 242 Melbourne
Victoria 3001 Australia
T 000001
Alternatively you can fax your form to
(within Australia) 1800 783 447
(outside Australia) +61 3 9473 2555
000
HAV
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
For Intermediary Online subscribers only
(custodians) www.intermediaryonline.com
For all enquiries call:
(within Australia) 1300 556 161
(outside Australia) +61 3 9415 4000
Proxy Form
 For your vote to be effective it must be received by 10:00am (CDST) on Sunday, 14 December 2014
How to Vote on Items of Business
Signing Instructions
All your securities will be voted in accordance with your directions.
Individual: Where the holding is in one name, the securityholder
must sign.
Joint Holding: Where the holding is in more than one name, all of
the securityholders should sign.
Power of Attorney: If you have not already lodged the Power of
Attorney with the registry, please attach a certified photocopy of the
Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also the
Sole Company Secretary, this form must be signed by that person. If
the company (pursuant to section 204A of the Corporations Act
2001) does not have a Company Secretary, a Sole Director can also
sign alone. Otherwise this form must be signed by a Director jointly
with either another Director or a Company Secretary. Please sign in
the appropriate place to indicate the office held. Delete titles as
applicable.
Appointment of Proxy
Voting 100% of your holding: Direct your proxy how to vote by
marking one of the boxes opposite each item of business. If you do
not mark a box your proxy may vote or abstain as they choose (to
the extent permitted by law). If you mark more than one box on an
item your vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your
voting rights by inserting the percentage or number of securities
you wish to vote in the For, Against or Abstain box or boxes. The
sum of the votes cast must not exceed your voting entitlement or
100%.
Appointing a second proxy: You are entitled to appoint up to two
proxies to attend the meeting and vote on a poll. If you appoint two
proxies you must specify the percentage of votes or number of
securities for each proxy, otherwise each proxy may exercise half of
the votes. When appointing a second proxy write both names and
the percentage of votes or number of securities for each in Step 1
overleaf.
A proxy need not be a securityholder of the Company.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate
securityholder or proxy is to attend the meeting you will need to
provide the appropriate “Certificate of Appointment of Corporate
Representative” prior to admission. A form of the certificate may be
obtained from Computershare or online at www.investorcentre.com
under the help tab, "Printable Forms".
Comments & Questions: If you have any comments or questions
for the company, please write them on a separate sheet of paper and
return with this form.
Turn over to complete the form 

View your securityholder information, 24 hours a day, 7 days a week:
www.investorcentre.com
Review your securityholding
Update your securityholding
Your secure access information is:
SRN/HIN: I9999999999

PLEASE NOTE: For security reasons it is important that you keep your
SRN/HIN confidential.
Samples/000001/000001/i
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
Change of address. If incorrect,
mark this box and make the
correction in the space to the left.
Securityholders sponsored by a
broker (reference number
commences with ’X’) should advise
your broker of any changes.
Proxy Form
STEP 1

I 9999999999
Please mark
I ND
to indicate your directions
Appoint a Proxy to Vote on Your Behalf
XX
I/We being a member/s of Havilah Resources NL hereby appoint
 PLEASE NOTE: Leave this box blank if
the Chairman
OR
of the Meeting
you have selected the Chairman of the
Meeting. Do not insert your own name(s).
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our
proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been
given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Havilah Resources NL to be held at
The Science Exchange, 55 Exchange Place, Adelaide, South Australia on Tuesday, 16 December 2014 at 10:00am (CDST) and at any
adjournment or postponement of that Meeting.
Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman
of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise
my/our proxy on Item 1 (except where I/we have indicated a different voting intention below) even though Item 1 is connected directly or
indirectly with the remuneration of a member of key management personnel, which includes the Chairman.
Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain
from voting on Item 1 by marking the appropriate box in step 2 below.
NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your
Items of Business  PLEASE
behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
STEP 2
r
Fo
ORDINARY BUSINESS
1.
Remuneration Report
2.
Election of Mr Ken Williams as a Director
3.
Conversion to a public company limited by shares, adoption of a new constitution and change of name
st
in
a
Ag
n
ai
st
b
A
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may
change his/her voting intention on any resolution, in which case an ASX announcement will be made.
SIGN
Signature of Securityholder(s)
Individual or Securityholder 1
Sole Director and Sole Company Secretary
This section must be completed.
Securityholder 2
Director
Director/Company Secretary
Contact
Daytime
Telephone
Contact
Name
HAV
Securityholder 3
999999A
/
Date
/
`