WESTERN AREAS NL

A.C.N. 091 049 357

Suite 3, Level 1, 11 Ventnor Avenue

West Perth, Western Australia, 6005
Ph: (08) 9486 7855

Fax: (08) 9486 7866

Website : www.westernareas.com.au

30 September 2009
The Manager
Company Announcements Office
Australian Stock Exchange Limited
20 Bridge Street
SYDNEY, NSW 2000
Dear Sir
Notice of Meeting
Please find attached the Notice of Annual General Meeting to be held at 3.30pm on Friday 23 October
2009 in the Gershwins Room, Hyatt Hotel, 99 Adelaide Terrace in Perth.
The past year has been a particularly challenging one for most companies due the global financial crisis
and lower commodity prices. Western Areas has however positioned itself well with a number of
significant milestones and achievements over the past 12 months. These include:
1. Flying Fox: developed and mining T1\T2 and T4 as planned T5 on track to be intersected
in DecQ09 agreement with Kagara to access Lounge Lizard ramping up production in
2010 significant Mineral Resource (2.5Mt @ 5.5% Ni) and Ore Reserve upgrades.
2. Spotted Quoll: Mineral Resource to 640m depth of 2.0Mt @ 6.2% Ni low cost open pit
mine approved and commenced feasibility study underway for underground mine - deep
high grade intersections indicate potential for significant extensions.
3. Cosmic Boy Concentrate Plant: completed on time and on budget upgrade to 550ktpa
approved and commenced village and key infrastructure complete.
4. Production Targets: On track to produce 20,000 tonnes nickel from 2010 from two mines
and targeting to produce 35,000 tonnes nickel from 2012.
5. Offtake agreement: Negotiated to terminate Norlisk Nickel agreement negotiated two
new improved offtake agreements with BHP Billiton and Jinchuan retain significant
uncommitted nickel offtake from 2012.
6. Financial: Strong financial position with most debt due in 2012 with additional funding
secured from Kagara $20M, BHP Billiton $45M and a $35M placement.
7. Mineral Resource: Strong resource base containing 362,200 nickel tonnes at Forrestania - 6
further nickel projects in Western Australia, several with significant nickel intersections projects in Canada and Finland and options to acquire BioHeap bacterial leach technology.
8. Work force: A focused, experienced and motivated workforce with all the required skills to
develop these assets. Two major awards in the past 15 months: Digger Award 2008 and
Prospector Award 2009.

The Notice of Meeting includes the ratification of the appointment of a new independent non-executive
Director Mr Richard Yeates, the re-election of two existing Directors Mr Robin Dunbar and Mr Craig
Oliver, the adoption of the Remuneration Report, revisions to the Company Constitution and the issue of
200,000 options at $7.50 per share to each of the Directors.
Recommendation for Directors Options
Western Areas advises that the Remuneration Committee has resolved to issue 200,000 option to each of
the Directors (total 1,400,000 options) subject to shareholder approval at the Annual General Meeting.
The options will be exercisable at $7.50 per share and vest over a twenty four month period and expire
on 30 September 2012. The exercise price represents more than a 43% premium over the weighted
average price of the Companys ordinary shares for the five trading days preceding the date of the
meeting in which Directors resolved to issue these options.
Issue of Employee Options
Western Areas advises that it has offered 1,750,000 options to employees under the terms of the
Companys Employee Share Option Plan. The options are exercisable at $7.25 per share and vest over a
twenty four month period and expire on 30 September 2012. The exercise price represents more than a
40% premium over the weighted average price of the Companys ordinary shares for the five trading
days preceding the date of the meeting in which Directors resolved to issue these options. The Company
also advises that 200,000 options have been offered to consultants of Western Areas upon similar terms.
The past issue of options to employees and directors has been very successful in retaining and
motivating key personnel and providing them with the opportunity to become closely aligned with the
Company. It has also provided the Company with the opportunity to raise capital at a significant
premium to the share price at the time the options were issued.
We look forward to personally talking with shareholders at the meeting and providing an update on
Western Areas many activities. We also hope to introduce to you a number of our senior staff at the
meeting.
Yours faithfully

Julian Hanna
Managing Director

NOTICE OF ANNUAL GENERAL MEETING

TIME:

3.30pm (WST)

DATE:

23 October 2009

PLACE:

The Gershwins Room

Hyatt Regency Perth

99 Adelaide Terrace

Perth, Western Australia, 6000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they
should vote, they should seek advice from their professional advisers prior to voting.
The Western Areas Annual Report is now available on the Companies website at www.westernareas.com.au
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the
Company Secretary on (+61 8) 9334 7777.

Western Areas NL
ACN 091 049 357

Contents Page
Notice of Annual General Meeting (setting out the proposed resolutions)

Explanatory Statement (explaining the proposed resolutions)

Glossary

14

Schedule 1

15

Schedule 2

17

Proxy Form

19

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE
The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at
3.30pm (WST) on 23 October 2009
The Gershwins Room
Hyatt Regency Perth
99 Adelaide Terrace
Perth, Western Australia, 6000

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON
To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY
To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a)

post to Western Areas NL, Suite 3, Level 1, 11 Ventnor Avenue, West Perth, Western Australia; or

(b)

facsimile to the Company on facsimile number (+61 8) 9486 7866,

so that it is received not later than 2.30pm(WST) on 21 October 2009.

Proxy Forms received later than this time will be invalid.

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NOTICE OF ANNUAL GENERAL MEETING

Notice Of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders will be held at 3.30pm (WST) on 23 October 2009 at
The Gershwins Room, Hyatt Regency Perth, 99 Adelaide Terrace Perth 6000, Western Australia.
The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the
Annual General Meeting. The Explanatory Statement, Schedules and the Proxy Form are part of this Notice of Meeting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons
eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at close of
business on 21 October 2009.
Terms and abbreviations used in this Notice of Meeting, Schedules and Explanatory Statement are defined in the Glossary.
AGENDA
ORDINARY BUSINESS
SUMARY PRESENTATION
By Julian Hanna, Managing Director.
FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2009 together with
the declaration of the directors, the directors report, the remuneration report and the auditors report.
RESOLUTIONS
RESOLUTION 1 ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:
That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption
of the remuneration report as contained in the Companys annual financial report for the financial year ended 30 June 2009.
RESOLUTION 2 ADOPTION OF NEW CONSTITUTION
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:
That, for the purpose of section 136(2) of the Corporations Act and all other purposes, the Constitution contained in the
document submitted at the Annual General Meeting and signed by the Chairman for the purpose of identification is approved
and adopted as the Constitution of the Company in substitution for and to the exclusion of the existing Constitution of the
Company with effect from the end of the Annual General Meeting.
RESOLUTION 3 REAPPOINTMENT OF DIRECTOR MR RICK YEATES
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
That, for the purposes of clause 11.6 of the Constitution and for all other purposes, Mr Rick Yeates who was appointed a
Director on 2 September 2009 is reappointed as a Director of the Company.
RESOLUTION 4 RE-ELECTION OF DIRECTOR MR ROBIN DUNBAR
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
That, for the purposes of clause 11.3 of the Constitution and for all other purposes, Mr Robin Dunbar, a Director who retires by
rotation, and being eligible, is re-elected as a Director.
RESOLUTION 5 RE-ELECTION OF DIRECTOR MR CRAIG OLIVER
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
That, for the purposes of clause 11.3 of the Constitution and for all other purposes, Mr Craig Oliver, a Director who retires by
rotation, and being eligible, is re-elected as a Director.
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Notice Of Annual General Meeting

RESOLUTION 6 ISSUE OF DIRECTOR OPTIONS MR DANIEL LOUGHER
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is
given for the Directors to allot and issue 200,000 Director Options at an exercise price of $7.50 (a premium of 48.5% over the
closing share price at the date of the remuneration committee meeting.) to Mr Daniel Lougher (or his nominee) on the terms
and conditions set out in the Explanatory Statement.
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Daniel Lougher (or his nominee) or
any of his associates. However, 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
proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
RESOLUTION 7 ISSUE OF DIRECTOR OPTIONS MR CRAIG OLIVER
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is
given for the Directors to allot and issue 200,000 Director Options at an exercise price of $7.50 (a premium of 48.5% over the
closing share price at the date of the remuneration committee meeting.) to Mr Craig Oliver (or his nominee) on the terms and
conditions set out in the Explanatory Statement.
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Craig Oliver (or his nominee) or
any of his associates. However, 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
proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
RESOLUTION 8 ISSUE OF DIRECTOR OPTIONS MR DAVID COOPER
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is
given for the Directors to allot and issue 200,000 Director Options at an exercise price of $7.50 (a premium of 48.5% over the
closing share price at the date of the remuneration committee meeting.) to Mr David Cooper (or his nominee) on the terms
and conditions set out in the Explanatory Statement.
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr David Cooper (or his nominee) or
any of his associates. However, 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
proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
RESOLUTION 9 ISSUE OF DIRECTOR OPTIONS MR ROBIN DUNBAR
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is
given for the Directors to allot and issue 200,000 Director Options at an exercise price of $7.50 (a premium of 48.5% over the
closing share price at the date of the remuneration committee meeting.) to Mr Robin Dunbar (or his nominee) on the terms
and conditions set out in the Explanatory Statement.
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Robin Dunbar (or his nominee) or
any of his associates. However, 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
proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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NOTICE OF ANNUAL GENERAL MEETING

RESOLUTION 10 ISSUE OF DIRECTOR OPTIONS MR RICK YEATES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is
given for the Directors to allot and issue 200,000 Director Options at an exercise price of $7.50 (a premium of 48.5% over the
closing share price at the date of the remuneration committee meeting.)] to Mr Rick Yeates (or his nominee) on the terms and
conditions set out in the Explanatory Statement.
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Rick Yeates (or his nominee) or
any of his associates. However, 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
proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
RESOLUTION 11 ISSUE OF DIRECTOR OPTIONS MR TERRY STREETER
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is
given for the Directors to allot and issue 200,000 Director Options at an exercise price of $7.50 (a premium of 48.5% over the
closing share price at the date of the remuneration committee meeting.) to Mr Terry Streeter (or his nominee) on the terms and
conditions set out in the Explanatory Statement.
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Terry Streeter (or his nominee) or
any of his associates. However, 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
proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
RESOLUTION 12 ISSUE OF DIRECTOR OPTIONS MR JULIAN HANNA
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is
given for the Directors to allot and issue 200,000 Director Options at an exercise price of $7.50 (a premium of 48.5% over the
closing share price at the date of the remuneration committee meeting.) to Mr Julian Hanna (or his nominee) on the terms and
conditions set out in the Explanatory Statement.
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Julian Hanna (or his nominee) or
any of his associates. However, 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
proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
TECHNICAL PRESENTATION
By Dan Lougher, Operations Director.

DATED: 23 SEPTEMBER 2009

BY ORDER OF THE BOARD

JOSEPH BELLADONNA
WESTERN AREAS NL
COMPANY SECRETARY
Page

Explanatory Statement
This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to
be conducted at the Annual General Meeting to be held at 3.30pm (WST) on 23 October 2009 at The Gershwins Room,
Hyatt Regency Perth, 99 Adelaide Terrace, Perth 6000, Western Australia.
The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to
Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.
1.

FINANCIAL STATEMENTS AND REPORTS

In accordance with the Corporations Act, the business of the Annual General Meeting will include receipt and consideration
of the annual financial report of the Company for the financial year ended 30 June 2009 together with the declaration of the
directors, the directors report, the remuneration report and the auditors report.
There is no requirement for Shareholders to approve these reports. However, the Chairman will allow a reasonable
opportunity for Shareholders to ask questions or make comments about those reports and the management of the
Company. Shareholders will be given a reasonable opportunity to ask the auditor questions about the conduct of the audit
and the preparation and content of the auditors report.
In addition to the taking of questions at the meeting, written questions to the Chairman about the management of the
Company or to the Companys auditor about:

the preparation and content of the Auditors Report;

the conduct of the audit;

accounting policies adopted by the Company in relation to the preparation of the financial statements; and

the independence of the auditor in relation to the conduct of the audit

may be submitted no later than 5 business days before the meeting date to the Company Secretary.
2.

RESOLUTION 1 ADOPTION OF REMUNERATION REPORT

The Corporations Act requires that at a listed companys annual general meeting, a resolution that the remuneration report
be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors
or the Company. The remuneration report sets out the Companys remuneration arrangements for the Directors and senior
management of the Company.
The remuneration report is part of the Directors report contained in the annual financial report of the Company for the
financial year ending 30 June 2009.
A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

3.

RESOLUTION 2 ADOPTION OF NEW CONSTITUTION

A company may modify or repeal its Constitution or a provision of its Constitution by special resolution of Shareholders.
Resolution 2 is a special resolution which will enable the Company to adopt a new Constitution of the type required for a no
liability company listed on the ASX.
The Companys Constitution has remained largely unchanged since 1999. However, there have been a number of
developments in the principles of corporate governance and in general corporate and commercial practice for ASX listed
companies since that time. Accordingly, the new Constitution to be adopted contains a number of provisions designed
to promote the more efficient running of the Company, which should be of long term benefit to the Company and its
Shareholders. It has been updated to reflect recent amendments to the Corporations Act and Listing Rules. As the changes
affect multiple provisions of the Constitution, the Company proposes to repeal the current Constitution and adopt a new
Constitution incorporating the changes, rather than amending the existing Constitution.
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NOTICE OF ANNUAL GENERAL MEETING

Most of the proposed changes are administrative only or relatively minor and the Company believes they will not have
a significant impact on Shareholders. The major differences between the existing Constitution and the proposed new
Constitution are set out below.
Please note it is not practicable to list all of the changes to the Constitution in this Explanatory Statement and Shareholders
are invited to contact the Company if they have any queries or concerns. For this purpose, a copy of the proposed new
Constitution is available for review by Shareholders at the office of the Company and will be provided to Shareholders upon
request by contacting the Company Secretary.
(a)

Definitions

A number of terms used in the existing Constitution are outdated, such as, for example, the terms proper SCH transfer,
SCH business rules, Corporations Law and Australian Stock Exchange Limited. The terms will be replaced in the new
Constitution with references to Proper ASTC Transfer, ASTC Settlement Rules, Corporations Act and ASX Limited in the
new Constitution.
In addition, references in the existing Constitution to outdated legislative provisions will be updated in the new
Constitution.
(b)

Objects

Section 112(2) of the Corporations Act provides that a company may only be registered as a no liability company if its
constitution provides that its sole objects are mining purposes (as defined in the Corporations Act). Section 112(3)
provides that a no liability company must not engage in activities that are outside its mining purpose objects.
Consistent with section 112, clause 2.1 new Constitution states that the Companys sole objects are one or more of the
mining purposes set out in that clause.
(c)

Calls on Shares

Clause 5 of the existing Constitution sets out in detail the procedure for forfeiture of shares in the event of a failure to pay
calls. As the Corporations Act and Listing Rules prescribe how Shares may be forfeited, the new Constitution deals with the
forfeiture of shares in a more simplified manner.
(d)

Business at annual general meetings

Clause 10.2 of the existing Constitution states that the only matters that may be dealt with at a general meeting or annual
general meeting are the matters appearing in the relevant notice of meeting.
Section 250R of the Corporations Act provides that the business of an annual general meeting may include consideration of
a companys annual financial report, directors report and auditors report, the election of directors, the appointment of an
auditor and the fixing of an auditors remuneration, even if not referred to in the notice of meeting.
Clause 15.5 of the new Constitution is consistent with section 250R.
(e)

Disruptions at general meetings

Clause 15.8 of the new Constitution gives the chairman specific powers to regulate the conduct of meetings, including to:

require a person to comply with searches, restrictions or other security arrangements as the Chairman considers
appropriate;

refuse entry to the meeting of a person that will not comply with those arrangements;

refuse entry to the meeting of a person who possesses a recording or broadcasting device without the
Chairmans consent, or an article that the Chairman considers dangerous, offensive or liable to cause disruption;

implement procedural rules where the meeting is unduly protracted; and

terminate the meeting where it becomes so unruly or disorderly that in the chairmans opinion it cannot be
conducted in a proper and orderly manner.

There is no equivalent clause in the existing Constitution.

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Explanatory Statement
(f)

Nomination of Directors

Clauses 9.3 and 11.5 of the existing Constitution require a nomination for person to be a candidate for election as a Director
to be given to the Company no later than 5 Business Days after the date the Company notifies ASX that it intends to hold
a meeting at which an election of Directors will be held (which must be at least 20 Business Days before the date of the
meeting).
However, Listing Rule 14.3 provides that an entity must accept nominations for election of directors up to 35 Business Days
(or in the case of a meeting that shareholders have requested the directors to call, 30 Business Days before the general
meeting at which directors may be elected (unless the entitys constitution provides otherwise).
Consistent with the approach of modern constitutions, clause 17.4 of the new Constitution provides that a Shareholder may
nominate a person (including the Shareholder) to be a candidate for election as a Director by notice to the Company within
the period before the meeting specified by the Listing Rules, and in the absence of this being specified not less than 45
days before the meeting.
(g)

Retirement of Directors

Clause 11.3 of the existing Constitution requires one third of the Directors other than the Managing Director (or the number
closest to one third) to retire at each annual general meeting. However, Listing Rule 14.4 provides that a director other than
a managing director must not hold office (without re-election) past the third annual general meeting since the directors
appointment of three years, whichever is longer, provided that there is an election of directors each year. The effect of
clause 11.3 is that Directors may be required to retire more frequently than the Listing Rules require.
Clause 17.4 of the proposed new Constitution requires Directors to retire in accordance with Listing Rule 14.4.
(h) Directors interests
Clause 13 of the existing Constitution contains provisions regulating disclosure by Directors of their material personal
interests in matters affecting the Company and sets out the circumstances in which they may not vote at meetings by
reason of the relevant interest. These clauses are outdated and do not reflect the current requirements of the Corporations
Act and Listing Rules. Clause 19 of the new Constitution reflects these requirements.
(i)

Service of notices

Clause 24.2 of the existing Constitution provides that a notice is deemed to have been served on a Shareholder 3 days after
the date of its posting. Consistent with the approach adopted in modern constitutions and in light of the availability of
Company announcements electronically via the ASX website, clause 28 of the new Constitution provides that notices are
deemed to have been served on Shareholders the day after the date of posting.
(j)

Indemnification of officers

Clauses 12.7 and 26 of the existing Constitution require the Company to indemnify officers to the maximum extent
permitted by law against any liabilities and costs and expenses incurred by the officer in specified circumstances. Clause 29
of the new Constitution incorporates the effect of amendments to the Corporations Act and Trade Practices Act 1974 (Cth)
since the existing Constitution was prepared which affect the nature of the indemnity which the Company may grant.
(k)

Proxies, notices and circular resolutions to be sent electronically

Clause 10.18 of the existing Constitution does not permit proxies to be lodged electronically. Similarly, clauses 13.1 and
13.10 of the existing Constitution do not permit notices of Directors meetings or circulating resolutions of Directors to be
sent electronically. Clauses 15.1, 18.3 and 18.5 of the new Constitution provide for proxies, notices of Directors meetings
and circulating resolutions of Directors to be lodged or sent (as the case may be) electronically, consistent with modern
constitutions and modern technology.

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NOTICE OF ANNUAL GENERAL MEETING

(l)

Direct Voting

Clause 15.13 of the new Constitution will give the Company the ability in the future to enable Shareholders to vote directly
on resolutions to be considered at a general meeting by sending their votes to the Company prior to the meeting (by post,
facsimile or electronic means).
This would mean that a Shareholders votes could still be counted even when the Shareholder cannot personally attend a
meeting and does not appoint a proxy. Shareholders will continue to be entitled to appoint proxies if they so desire, even if
the Company decides to introduce direct voting at future meetings. The proposed amendment leaves it to the Directors to
prescribe regulations and procedures for direct voting.
There is no equivalent provision in the existing Constitution.

4.

RESOLUTION 3 REAPPOINTMENT OF DIRECTOR MR RICK YEATES

In accordance with clause 11.6 of the Constitution, the Directors may appoint at anytime a person to be a Director as an
addition to the existing Directors but only where the total number of Directors does not at any time exceed the maximum
number specified by the Constitution.
Any Director so appointed holds office only until the next annual general meeting and is then eligible for re-election.
Mr Rick Yeates was appointed as a Director as at 2 September 2009 and will retire in accordance with the Constitution and
being eligible, seeks re-election.
Mr Yeates is a qualified Geologist with over 25 years experience in all facets of resource and mining project exploration
activities in Australia and overseas. He is a member of the Australasian Institute of Mining & Metallurgy.

5.

RESOLUTIONS 4 AND 5 RE-ELECTION OF DIRECTORS MR ROBIN DUNBAR AND MR CRAIG OLIVER

In accordance with Listing Rule 14.4 and clause 11.3 of the Constitution, if the Company has three or more Directors, one
third (or the number nearest one-third) of those Directors must retire at each annual general meeting, provided always that
no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general
meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.
The Company currently has 7 Directors and accordingly, 2 must retire.
A Director who retires by rotation under clause 11.3 of the Constitution is eligible for re-election.
Mr Robin Dunbar (Resolution 4) and Mr Craig Oliver (Resolution 5) retire by rotation and seek re-election.
A summary of Messrs Dunbar and Oliver is contained in the 2009 Annual Report.

6.

RESOLUTIONS 6 TO 12 ISSUE OF DIRECTOR OPTIONS

6.1 General

On 15 September 2009 the Companys remuneration committee resolved, subject to obtaining Shareholder
approval, to allot and issue a total of 1,400,000 Options (Director Options) to the Directors, being Messrs Terry
Streeter, Julian Hanna, Daniel Lougher, David Cooper, Robin Dunbar, Rick Yeates and Craig Oliver (Related
Parties) on the terms and conditions set out below.
Specifically, the Director Options vest 50% 24 months before expiry and 50% 12 Months before expiry and
expire on 23 September 2012 and are exercisable at $7.50, which represents a 48.5% premium over the closing
price of the Shares on the day that the remuneration committee resolved to issue the Director Options.

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Explanatory Statement

6.2 Corporation Act and ASX Listing Rules Requirements

For a public company, or an entity that the public company controls, to give a financial benefit to a related party
of the public company, the public company or entity must:

(b) obtain the approval of the public companys members in the manner set out in Sections 217 to 227 of the
Corporations Act; and

(c) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.
In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or
agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in
ASXs opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.
The grant of the Director Options to the Related Parties requires the Company to obtain Shareholder approval
because the grant of Director Options constitutes giving a financial benefit and as Directors, Messrs Streeter,
Hanna, Lougher, Cooper, Dunbar, Yeates and Oliver are related parties of the Company.
 It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX
Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the
grant of Director Options to the Related Parties.
Pursuant to the exception in ASX Listing Rule 7.1(14), approval under ASX Listing Rule 7.1 is not required in order
to issue the Director Options to the Related Parties as approval is being obtained under ASX Listing Rule 10.11.
Accordingly, the issue of Director Options to the Related Parties will not be included in the 15% calculation of the
Companys annual placement capacity pursuant to ASX Listing Rule 7.1.

6.3 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act and ASX
Listing Rule 10.13, the following information is provided in relation to the proposed grant of Director Options:

(a) the related parties are Messrs Streeter, Hanna, Lougher, Cooper, Dunbar, Yeates and Oliver and they are related
parties by virtue of being Directors;

(b) the maximum number of Director Options (being the nature of the financial benefit being provided) to be
granted to the Related Parties (or their nominee) is:

(i)

200,000 Director Options to Mr Streeter (or his nominee);

(ii)

200,000 Director Options to Mr Hanna (or his nominee);

(iii)

200,000 Director Options to Mr Lougher (or his nominee);

(iv)

200,000 Director Options to Mr Cooper (or his nominee);

(v)

200,000 Director Options to Mr Yeates (or his nominee);

(vi)

200,000 Director Options to Mr Dunbar (or his nominee); and

(vii) 200,000 Director Options to Mr Oliver (or his nominee);

(c) the Director Options will be granted to the Related Parties no later than
1 month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or
modification of the ASX Listing Rules) and it is anticipated the Director Options will be issued on one date;

(d) the Director Options will be granted for nil cash consideration as they are being issued for the purpose set
out in (k) and, accordingly no funds will be raised;

(e) the terms and conditions of Director Options are set out in Schedule 1;

(f ) the value of the Director Options and the pricing methodology is set out in Schedule 2;

Page 10

(g) the relevant interests of the Related Parties in securities of the Company are set out below;

NOTICE OF ANNUAL GENERAL MEETING

Related Party

Shares

Terry Streeter

25,799,410

800,000 (1)

Julian Hanna

1,379,179

800,000 (1)

50,884

640,000 (2)

1,106,433

800,000 (1)

Craig Oliver

100,000

800,000 (1)

Robin Dunbar

102,500

800,000 (1)

Daniel Lougher
David Cooper

Rick Yeates

Options

400,000 Options exercisable at $7.50 each on or before 27 June 2010 and 400,000
Options exercisable at $17.00 each on or before 22 May 2011.
240,000 Employee Options exercisable at $7.50 each on or before 6 June 2010 and
400,000 Options exercisable at $17.00 each on or before 22 May 2011..

(h) the remuneration and emoluments from the Company to the Related Parties for both the current financial
year and previous financial year are set out below:
Related Party
Current Financial Year
Previous


Financial Year
Terry Streeter

608,698

409,725

Julian Hanna

1,045,569

860,421

Daniel Lougher

934,959

497,691

David Cooper

561,777

382,710

Craig Oliver

945,567

735,692

Robin Dunbar

556,080

379,400

Rick Yeates

(i) if the Director Options granted to the Related Parties are exercised, a total of 1,400,000 Shares would be
allotted and issued. This will increase the number of Shares on issue from 178,889,549 to 180,289,649
(assuming that no other Options are exercised and no other Shares issued) with the effect that the
shareholding of existing Shareholders would be diluted as follows:
Related Party Issued Shares as at Director Options

the date of this
to be issued

Notice of Meeting

Issued Shares
upon exercise
of all Director
Options

Dilutionary effect
upon exercise of
Director Options

Terry Streeter

178,889,649

200,000

179,089,649

0.11%

Julian Hanna

178,889,649

200,000

179,089,649

0.11%

Daniel Lougher

178,889,649

200,000

179,089,649

0.11%

David Cooper

178,889,649

200,000

179,089,649

0.11%

Craig Oliver

178,889,649

200,000

179,089,649

0.11%

Robin Dunbar

178,889,649

200,000

179,089,649

0.11%

Rick Yeates

178,889,649

200,000

179,089,649

0.11%

TOTAL

178,889,649

1,400,000

180,289,649

0.78%

Page

11

Explanatory Statement
The market price for Shares during the term of the Director Options would normally determine whether or not
the Director Options are exercised. If, at any time any of the Director Options are exercised and the Shares are
trading on ASX at a price that is higher than the exercise price of the Director Options, there may be a perceived
cost to the Company;

(j) the trading history of the Shares on ASX in the 12 months before the date of this Notice of Annual General
Meeting is set out below:

Price

Date

Highest

$8.49

23.09.08

Lowest

$2.46

21.11.08

Last

$5.06

17.09.09

(k) the primary purpose of the grant of Director Options to the Related parties is to provide a market linked
incentive package in their capacity as Directors and for the future performance by each of them in their
respective roles. The Board (other than each recipient in respect of the Resolution that relates to them)
considered the extensive experience and reputation of each Related Party within the mining industry, the
current market price of Shares and current market practices when determining the number and exercise
price of the Director Options to be issued to the Related Parties. In addition, the Board considers the grant
of the Director Options to the Related Parties to be reasonable, given the necessity to attract the highest
calibre of professionals to the Company whilst maintaining the Companys cash reserves. The Board does
not consider that there are any significant opportunity costs to the Company or benefits foregone by the
Company in issuing the Director Options upon the terms proposed;

(l) the Board acknowledges the grant of Director Options to Messrs Streeter, Cooper, Dunbar and Yeates as
non executive Directors is contrary to Recommendation 8.2 of the ASX Corporate Governance Principles
and Recommendations. However, the Board considers the grant of Director Options to Messrs Streeter,
Cooper, Dunbar and Yeates reasonable in the circumstances, given the necessity to attract the highest
calibre of professionals to the Company, whilst maintaining the Companys cash reserves;

(m) Mr Daniel Lougher declines to make a recommendation to Shareholders in relation to Resolution 6 due
to his material personal interest in the outcome of the Resolution. The other Directors, who do not
have a material interest in the outcome of Resolution 6, recommend that Shareholders vote in favour of
Resolution 6. The Board (other than Mr Daniel Lougher) is not aware of any other information that would
be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests
of the Company to pass the Resolution.

(n) Mr Craig Oliver declines to make a recommendation to Shareholders in relation to Resolution 7 due to
his material personal interest in the outcome of the Resolution. The other Directors, who do not have
a material interest in the outcome of Resolution 7, recommend that Shareholders vote in favour of
Resolution 7. The Board (other than Mr Craig Oliver) is not aware of any other information that would be
reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of
the Company to pass the Resolution.

(o) Mr David Cooper declines to make a recommendation to Shareholders in relation to Resolution 8 due
to his material personal interest in the outcome of the Resolution. The other Directors, who do not
have a material interest in the outcome of Resolution 8, recommend that Shareholders vote in favour of
Resolution 8. The Board (other than Mr David Cooper) is not aware of any other information that would be

Page

12

NOTICE OF ANNUAL GENERAL MEETING

reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of
the Company to pass the Resolution.

(p) Mr Robin Dunbar declines to make a recommendation to Shareholders in relation to Resolution 9 due
to his material personal interest in the outcome of the Resolution. The other Directors, who do not
have a material interest in the outcome of Resolution 9, recommend that Shareholders vote in favour of
Resolution 9. The Board (other than Mr Robin Dunbar) is not aware of any other information that would be
reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of
the Company to pass the Resolution.

(q) Mr Rick Yeates declines to make a recommendation to Shareholders in relation to Resolution 10 due to
his material personal interest in the outcome of the Resolution. The other Directors, who do not have
a material interest in the outcome of Resolution 10, recommend that Shareholders vote in favour of
Resolution 10. The Board (other than Mr Rick Yeates) is not aware of any other information that would be
reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of
the Company to pass the Resolution.

(r) Mr Terry Streeter declines to make a recommendation to Shareholders in relation to Resolution 11 due
to his material personal interest in the outcome of the Resolution. The other Directors, who do not have
a material interest in the outcome of Resolution 11, recommend that Shareholders vote in favour of
Resolution 11. The Board (other than Mr Terry Streeter) is not aware of any other information that would
be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests
of the Company to pass the Resolution;

(s) Mr Julian Hanna declines to make a recommendation to Shareholders in relation to Resolution 12 due
to his material personal interest in the outcome of the Resolution. The other Directors, who do not have
a material interest in the outcome of Resolution 12, recommend that Shareholders vote in favour of
Resolution 12. The Board (other than Mr Julian Hanna) is not aware of any other information that would be
reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of
the Company to pass the Resolution; and

7.

ENQUIRIES

Shareholders are required to contact the Company Secretary, Mr Joseph Belladonna or Mr Craig Oliver on
(+ 61 8) 9334 7777 if they have any queries in respect of the matters set out in these documents.

Page

13

Glossary
$ means Australian dollars.
Annual General Meeting means the meeting convened by this Notice of Meeting.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited.
ASX Listing Rules means the Listing Rules of ASX.
Board means the current board of directors of the Company.
Business Days means any day other than a Saturday, Sunday or public holiday in the State of Western Australia.
Company means Western Areas NL (ACN 091 049 357).
Constitution means the Companys constitution from time to time.
Consultant Options means options to acquire Shares issued pursuant to Resolution 11.
Consultant Option Holder means the holder of a Consultant Option.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Director Option means an Option granted pursuant to Resolutions 6 to 12 (inclusive) with the terms and conditions set
out in Schedule 1.
Director Option Holder means the holder of a Director Option.
Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.
Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the
Explanatory Statement and Schedules dated 23 September 2009.
Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.
Share means a fully paid ordinary share in the Company.
Shareholder means a holder of a Share.
WST means Western Standard Time as observed in Perth, Western Australia.

Page

14

NOTICE OF ANNUAL GENERAL MEETING

Schedule 1 Terms And Conditions Of Director Options

The Director Options entitle the holder to subscribe for Shares on the following terms and conditions:
(a) Each Director Option gives the Director Option Holder the right to subscribe for one Share in the Company, subject
to the Vesting conditions as set out in subclause (d) being met. To obtain the right given by each Director Option,
the Director Option Holder must exercise the Director Options in accordance with the terms and conditions of the
Director Options..
(b) The Director Options will expire at 5:00 pm (WST) onon 17 September 2012 (Director Option Expiry Date). Any
Director Option not exercised before the Director Option Expiry Date will automatically lapse on the Director Option
Expiry Date.
(c) The amount payable upon exercise of each Director Option will be $7.50 (Director Option Exercise Price).
(d) 50% of the Director Options will Vest 24 months before the Expiry Date, and the final 50% of Director Options will Vest
12 months before the Expiry Date.
(e) Unless the Board in their absolute discretion determine otherwise, where such discretion can only be exercised where
termination of employment occurs due to retirement, death or permanent disability, Unvested Director Options will
lapse upon the earlier of:

(i) the a termination of employment, office or services, for any reason; and

(ii) a determination by the Board that the Director Option holder has acted fraudulently, dishonestly, or in breach of
his or her obligations to the Company or an Associated Body Corporate.

(f ) Unless the Board in their absolute discretion determine otherwise, Vested Director Options shall lapse upon the earlier of:

(i) 1 month after the Director Option holder terminating employment, office or services for any reason, except for
retirement, death and permanent disability;

(ii) 6 months after the Director Option holder ceases employment by reason of retirement, death or permanent
disability; and

(iii) a determination by the Board that the Director Option holder has acted fraudulently, dishonestly, or in breach of
his or her obligations to the Company or an Associated Body Corporate.

(g) The Director Options held by each Director Option Holder may be exercised in whole or in part, and if exercised in
part, multiples of 1,000 must be exercised on each occasion.
(h) A Director Option Holder may exercise their vested Director Options by lodging with the Company, before the
Director Option Expiry Date:

(i)

a written notice of exercise of Director Options specifying the number of Director Options being exercised; and

(ii) a cheque or electronic funds transfer for the Director Option Exercise Price for the number of Director Options
being exercised;

(Director Option Exercise Notice).

(i) A Director Option Exercise Notice is only effective when the Company has received the full amount of the Director
Option Exercise Price in cleared funds.
(j) Within 10 Business Days of receipt of the Director Option Exercise Notice accompanied by the Director Option
Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of
the number of Director Options specified in the Director Option Exercise Notice.
(k)

The Director Options are not transferable.

(l) All Shares allotted upon the exercise of Director Options will upon allotment rank pari passu in all respects with other
Shares.

Page

15

Schedule 1 Terms And Conditions Of Director Options

(m) The Company will not apply for quotation of the Director Options on ASX. However, The Company will apply
for quotation of all Shares allotted pursuant to the exercise of Director Options on ASX within 10 Business Days
after the date of allotment of those Shares.

(n) If at any time the issued capital of the Company is reorganised, all rights of an Director Option Holder are to
be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the
reconstruction.

(o) There are no participating rights or entitlements inherent in the Director Options and Director Option Holder
will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the
Director Options. However, the Company will ensure that for the purposes of determining entitlements to any
such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Director
Option Holders the opportunity to exercise their Director Options prior to the date for determining entitlements
to participate in any such issue.

(p) Subject to subclause (n), a Director Option does not confer the right to a change in Director Option Exercise
Price or a change in the number of underlying securities over which the Director Option can be exercised.

Page

16

NOTICE OF ANNUAL GENERAL MEETING

Schedule 2 Valuation Of Director Options

The Director Options to be issued to the Related Parties pursuant to Resolutions 6 to 10 and 12 and 13 (inclusive), have
been independently valued.
Using the theoretical Binomial Option Pricing Model and based on the assumptions set out below, the Director Options
were ascribed a value range, as follows:
Assumptions:
Valuation date

17 September 2009

Closing Market price of Shares

$5.06

Director Option Exercise price

$7.50

Director Option Expiry date

17 September 2012

Risk free interest rate

4.66%

Volatility (Average)

75%

Indicative value per Director Option

$1.93

Total Value of Director Options

$2,702,000

- Terry Streeter

$386,000

- Julian Hanna

$386,000

- Daniel Lougher

$386,000

- David Cooper

$386,000

- Robin Dunbar

$386,000

- Craig Oliver

$386,000

- Rick Yeates

$386,000

Note: The valuation ranges noted above are not necessarily the market prices that the Director Options could be traded at
and they are not automatically the market prices for taxation purposes.

Page

17

Notes

Page

18

NOTICE OF ANNUAL GENERAL MEETING

PROXY FORM
APPOINTMENT OF PROXY
WESTERN AREAS NL
ACN 091 049 357

ANNUAL GENERAL MEETING

I/We

being a member of Western Areas NL entitled to attend and vote at the Annual General Meeting, hereby

Appoint

Name of proxy

OR

Mark this box if you wish to appoint the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chairs nominee, to vote in
accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the Annual General Meeting to be held
at 3.30pm (WST) on 23 October 2009 at The Gershwins Room, Hyatt Regency Perth, at any adjournment thereof.
Voting on Business of the Annual General Meeting

FOR

AGAINST

ABSTAIN

Resolution 1 Adoption of Remuneration Report

Resolution 2 Adoption of New Constitution

Resolution 3 Reappointment of Director Mr Rick Yeates

Resolution 4 Re-election of Director Mr Robin Dunbar

Resolution 5 Re-election of Director Mr Craig Oliver

Resolution 6 Issue of Options Daniel Lougher

Resolution 7 Issue of Options Craig Oliver

Resolution 8 Issue of Options David Cooper

Resolution 9 Issue of Options Robin Dunbar

Resolution 10 Issue of Options Rick Yeates

Resolution 11 Issue of Options Terry Streeter

Resolution 12 Issue of Options Julian Hanna

OR
If the Chair of the Annual General Meeting is appointed as your proxy, or may be appointed by default, and you do
not wish to direct your proxy how to vote as your proxy in respect of Resolutions 6 to 10 and 12 and 13 please place
a mark in this box.
By marking this box, you acknowledge that the Chair of the Annual General Meeting may exercise your proxy even if he has an
interest in the outcome of Resolutions 6 to 12 and that votes cast by the Chair of the Annual General Meeting for Resolutions 6 to 12
other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your
proxy how to vote, the Chair will not cast your votes on Resolutions 6 to 12 and your votes will not be counted in calculating the
required majority if a poll is called on Resolutions 6 to 12.
If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of
hands or on a poll and your votes will not to be counted in computing the required majority on a poll.
If two proxies are being appointed, the proportion of voting rights this proxy represents is --------------------------------------------%
Signed this -------------------------------------------------------------------

day of -------------------------------------------------------

2009

By:
Individuals and joint holders

Companies (affix common seal if appropriate) Signature

Signature

Director

Signature

Director Company Secretary

Signature

Sole Director and Sole Company Secretary

Page

19

WESTERN AREAS NL
ACN 091 049 357
Instructions for Completing Appointment of Proxy Form

1. A member entitled to attend and vote at an Annual General Meeting is entitled to appoint not more than two
proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate
copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the
members voting rights. If a member appoints two proxies and the appointment does not specify this proportion,
each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.
2. Where a members holding is in one name the holder must sign. Where the holding is in more than one name, all
members should sign.
3. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under a power of
attorney, the power of attorney must be lodged in like manner as this Proxy Form.
4. Corporate members should comply with the execution requirements set out on the Proxy Form or otherwise with
the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company
may execute a document without using its common seal if the document is signed by:

2 directors of the company;

a director and a company secretary of the company; or
for a proprietary company that has a sole director who is also the sole company secretary that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document
must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status
of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the
requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common
seal and who is the sole director and sole company secretary of the company must state that next to his or her
signature.
5. Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in
person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual General
Meeting in person, then the proxys authority to speak and vote for that member is suspended while the member is
present at the Annual General Meeting.
6. To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

(a) post to Western Areas NL, Suite 3, Level 1, 11 Ventnor Avenue, West Perth, Western Australia; or

(b) facsimile to the Company on facsimile number +61 8 9486 7866,

so that it is received not later than 2.30pm (WST) on 21 October 2009.

Proxy forms received later than this time will be invalid.