Ann: EGM - Notice of Meeting and Proxy Form, page-13

Article in the AFR today.

Controversial coal miner Terracom has decided to seek shareholder approval for a $2.4 million bonus already paid to its departed executive chairman, Craig Ransley.The Queensland company told the ASX yesterday afternoon the money was ‘‘provided’’ in June to Mr Ransley for his role in clearing a debt hangover for the miner. Mr Ransley retired a month later.‘‘The board had considered that the payment did not require shareholder approval at the time but is now seeking it,’’ Terracom said in a notice to investors.‘‘Following his retirement, the [bonus] has been deemed to be a [departure] benefit in accordance with the Corporations Act and therefore shareholder approval is being sought.’’The Corporations Act has restrictions on the level of departure benefits that can be paid to executives before investor approval is sought.Terracom said Mr Ransley’s departure benefits to be voted on totalled $3.31 million, including the $2.38 million bonus for helping to clear the bond debt, along with accelerated short and long-term bonuses worth $930,000.The company, which has mines in central Queensland and South Africa, is spinning off cash with coal prices having appreciated and operations progressing. Operating earnings before interest, depreciation and amortisation were $224 million for the June quarter alone, the company said.One big hurdle the company cleared was paying off a $US167 million ($237 million) bond debt. Terracom said Mr Ransley was awarded the bonus for his work in ‘‘finalising the repayment’’.‘‘Given its significance to the company, the ... bond bonus was discussed by the board with a number of substantial shareholders and received preliminary support prior to being approved by the board,’’ it said.He was also awarded a $450,000 payment in lieu of notice, but this fell below the threshold requiring shareholder approval, Terracom said.The bonus has been put in a trust. If shareholders reject the departure payout, then he would be ‘‘obliged to repay’’ the bonus.Mr Ransley said last month he was retiring when the company had become ‘‘one of the most profitable junior coal miners on the ASX’’.