All, it is quite clear we could get to the 5% threshold relatively quickly if required to call a meeting under Section 249D and most likely this would be paid for by Arrium.
If as some other posters are saying that there will be some kind of Govt bailout/joint announcement early next week then it has been suggested we wait until after the 5th to determine the best course of action.
THEREFORE, THERE WILL NOT BE A SYDNEY SHAREHOLDER CATCH UP AT THE PARRAMTTA RSL NEXT TUESDAY 5th APRIL. Sorry for any inconvenience.
However, if Arrium want to persist with or defer or extend the GSO offer to the detriment of shareholders then we need to act quickly and below are a few draft resolutions below to consider which could easily be emailed to retail holders for signing to reach the 5% share threshold.
NOTICE OF GENERAL MEETING UNDER SECTION 249D OF THE CORPORATIONS ACT 2011
AGENDA
SAVE WHYALLA—SAVE ARRIUM RETAIL SHAREHOLDERS ACTION GROUP requisitions a meeting of Arrium shareholders to approve Board changes to temporarily reduce the number of directors by two (2) and submit ordinary resolutions concerning strategic commercial decisions and executive remuneration.
- RESOLUTION 1 – REMOVAL OF DIRECTOR – R B (BRYAN) DAVIS
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
That, in accordance with Section 203D of the Corporations Act, R B (Bryan) Davis be removed as a Director of the Company with effect from the close of this meeting.
- RESOLUTION 2 – REMOVAL OF DIRECTOR P G (PETER) NANKERVIS
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
That, in accordance with Section 203D of the Corporations Act, P G (Peter) Nankervis be removed as a Director of the Company with effect from the close of this meeting.
- RESOLUTION 3 – CESSATION OF ENGAGEMENT AND TERMINATION OF ARRANGEMENTS WITH GSO CAPITAL PARTNERS LP (GSO)
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
All engagement with GSO will cease with immediate effect from the close of this meeting and the GSO recapitalisation plan will be terminated.
- RESOLUTION 4 – WITH IMMEDIATE EFFECT A 20% TOTAL PAY REDUCTION FOR THE MANAGING DIRECTOR AND CERTAIN DIRECT REPORTS TO THE MANAGING DIRECTOR IS TO BE ENACTED
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
A G (Andrew) Roberts is to immediately have his total cost of employment reduced by 20% including salary, superannuation, options, bonus and any other employment entitlements with effect from the close of this meeting.
Other direct reports to A G (Andrew) Roberts, including the CFO and direct reports involved in mining & steel manufacturing but excluding other direct reports are to immediately have their total cost of employment reduced by 20% including salary, superannuation, options, bonus and any other employment entitlements with effect from the close of this meeting.
- RESOLUTION 5 – THAT OPERATIONS AT WHYALLA STEELWORKS WILL NOT CEASE UNLESS AND UNTIL IT HAS BEEN PUT TO AN ORDINARY SHAREHOLDER RESOLUTION AT A GENERAL MEETING NOW OR IN THE FUTURE
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
Any cessation or mothballing of the Whyalla Steelworks in Whyalla is to be considered by the directors of the Company only after receiving the approval of shareholders via an ordinary resolution at a general meeting now or in the future so as to preserve the ongoing manufacturing of Australian steel.
