LIMITED
ABN 46 116 829 139
Notice of Annual General Meeting
A General Meeting of the Company will be held at:
Time: 11.00 am (WST)
Date: 29 November 2011
Venue: The Hyatt Regency Perth
99 Adelaide Terrace
East Perth
Western Australia
This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should
seek advice from their accountant, solicitor or other professional adviser prior to voting.
Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone
on +61 8 9321 9337.
EUREKA ENERGY LIMITED
ABN 46 116 829 139
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Shareholders of the Company will be held at
11.00 am on 29 November 2011 (WST) at The Hyatt Regency Perth, 99 Adelaide Terrace, East Perth,
Western Australia ("Meeting").
The Proxy Form forms part of this Notice of Annual General Meeting (“Notice”).
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 of
the Company at 5.00 pm on 27 November 2011 (WST).
AGENDA
1. FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company and its controlled entities for the
financial year ended 30 June 2011 together with the Directors’ report in relation to that financial year
and the auditor’s report on the financial report.
2. REMUNERATION REPORT
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“That the Remuneration Report of the Company and the entities it controlled during the year ended 30
June 2011 be adopted.”
Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.
Voting exclusion statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf
of any of the following persons:
a) a member of the Key Management Personnel, details of whose remuneration are included in
the Remuneration Report; or
b) a Closely Related Party of such a member.
However, a person described above may vote on this Resolution if:
a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on
the Resolution; and
b) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.
Eureka Energy Limited – Notice of AGM November 2011 2
3. ELECTION OF DIRECTOR – PETER MILLS
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“That Mr Peter Mills, having been appointed as an additional Director of the Company since the last
meeting of Shareholders, resigns from the office of Director in accordance with Rule 13.4 of the
Company’s Constitution and, being eligible for re-election, be elected as a Director of the Company”.
Details of Peter Mills’ experience and qualifications are provided in the accompanying Explanatory
Statement.
4. RE-ELECTION OF DIRECTOR – IAN McCUBBING
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“That Mr Ian McCubbing, who retires by rotation in accordance with the Company’s constitution and,
being eligible, offers himself for re-election, be re-elected as a Director of the Company.”
Details of Ian McCubbing’s experience and qualifications are provided in the accompanying Explanatory
Statement.
By Order of the Board
Alex Neuling
Company Secretary
20 October 2011
Eureka Energy Limited – Notice of AGM November 2011 3
EUREKA ENERGY LIMITED
ABN 46 116 829 139
TIME AND PLACE OF MEETING AND HOW TO VOTE
The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at
11.00am (WST) on 29 November 2011 at:
The Hyatt Regency Perth
99 Adelaide Terrace
East Perth
Western Australia
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 Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria, 3001,
Australia; or
b) facsimile to Computershare Investor Services Pty Limited on (within Australia) 1800 783 447, or
(outside Australia) +61 3 9473 2555
so that it is received not later that 11am on 27 November 2011.
Proxy Forms received later than this time will be invalid.
Eureka Energy Limited – Notice of AGM November 2011 4
EXPLANATORY STATEMENT
This Explanatory Statement has been prepared for the information of Shareholders in relation to the
business to be conducted at an Annual General Meeting of the Company to be held on 29 November
2011.
The purpose of this Explanatory Statement is to provide Shareholders with all information known to the
Company which is material to a decision on how to vote on the resolutions in the accompanying Notice
of Annual General Meeting.
This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting.
Capitalised terms in the Explanatory Statement are defined in the Glossary.
1. Financial statements and reports
The Corporations Act requires the financial statements, Directors’ report and independent audit report
of the Company for the financial year ended 30 June 2011 to be laid before the Annual General Meeting.
The financial statements and reports are contained in the Company’s Annual Report which is available
from the Company’s website www.eurekaenergy.com.au
The Chair will provide Shareholders with the opportunity to ask questions and make comments on the
financial statements and reports.
A representative from the Company’s auditor, BDO audit (WA) Pty Ltd, will be present at the meeting
and Shareholders will have an opportunity to ask the auditors representative questions in relation to:
a) the conduct of the audit;
b) the preparation and content of the independent auditor’s report;
c) the accounting policies adopted by the Company in relation to the preparation of the
financial statements; and
d) the independence of the auditor in relation to the conduct of the audit.
2. Resolution 1 – Remuneration Report
Background
The Corporations Act requires that at a listed company’s 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.
Under recent changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of
the votes cast on Resolution 1 are voted against the adoption of the Remuneration Report at the Annual
General Meeting, and then again at the Company’s 2012 annual general meeting, the Company will be
required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting
to consider the appointment of directors of the Company (Spill Resolution).
Eureka Energy Limited – Notice of AGM November 2011 5
If more than the 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene
the extraordinary general meeting (Spill Meeting) within 90 days of the Company’s 2012 annual general
meeting. All of the Directors who were in the office when the Company’s 2012 Directors’ report was
approved, other than the managing director of the Company, will cease to hold office immediately
before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill
Meeting those persons whose election or re-election as Directors is approved will be the Directors of the
company.
The Remuneration Report sets out the Company’s 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 2011.
A reasonable opportunity will be provided for discussion of the remuneration report at the Annual
General Meeting.
Proxy Restrictions
Pursuant to the Corporations Act, if you elect to appoint the Chair, or another member of Key
Management Personnel or any Closely Related Party as your proxy to vote on this Resolution 1, you
must direct the proxy how they are to vote. Where you do not direct the Chair, or another member of
Key Management Personnel or Closely Related Party on how to vote on this Resolution 1, the proxy is
prevented by the Corporations Act from exercising your vote and your vote will not be counted in
relation to this Resolution 1.
3. Resolution 2 – Election of Director
In accordance with clause 13.4 of the Company’s Constitution, Mr Peter Mills, having been appointed by
the Board of Directors of the Company since the last General Meeting, will retire and offer himself for
election by Shareholders.
Peter Mills joined the Board as a Non-Executive Director on 19th October 2010 and on 1 July 2011
assumed the role of chief Executive Officer and Managing Director. Peter is an Engineer with extensive
experience in the upstream oil and gas business in technical and general management roles working in
Europe, Northern Africa, Asia and Australia. Over the past 29 years Peter has worked for Woodside,
BHP Petroleum, Hess and Premier Oil in areas of field development, operations management, joint
venture management and commercial negotiation.
He retains a strong technical involvement in oil and gas operations, particularly in field development,
production optimisation and the application of technology to enhance production and value. His most
recent work has focused on development of “unconventional” tight gas reservoirs.
The Directors recommend that Shareholders vote in favour of Resolution 2.
Eureka Energy Limited – Notice of AGM November 2011 6
4. Resolution 3 – Re-election of Director
In accordance with Listing Rule 14.4 and clause 13.2 of the Constitution, at every Annual General
Meeting, one third of the Directors (or if the number of Directors is not a multiple of 3, then such
number as is appropriate to ensure that no Director other than an alternate Director or the Managing
Director holds office for more than 3 years without being re-elected) for the time being must retire from
office by rotation and are eligible for re-election.
The Directors to retire are those who have been in office for 3 years since their appointment or last re-
appointment or who have been longest in office since their appointment or last re-appointment or, if
the Directors have been in office for an equal length of time, by agreement.
These requirements for a Director to retire do not apply to a Managing Director (but if there is more
than one Managing Director, only one is exempt from retirement). In determining the number and
identity of the Directors to retire by rotation, the Managing Director and any Director seeking election
after appointment by the Board to fill a casual vacancy are not taken into account.
Mr Ian McCubbing retires by rotation at this meeting and, being eligible, offers himself for re-election.
Details of Ian McCubbing’s experience and qualifications are as follows:
Ian McCubbing is a Chartered Accountant with more than 30 years corporate experience including
mergers and acquisitions, project finance and investment banking from both the borrower’s and
provider’s side. Ian has spent more than 15 years working with ASX-listed companies in senior finance
roles, including positions as Finance Director and Chief Financial Officer in mining and
industrial companies, including most recently as the Chief Financial Officer of GRD Limited.
Ian is currently also a non-executive Director of Swick Mining Services Limited, Mirabela Nickel Limited
and Kasbah Resources Limited.
The Directors recommend that Shareholders vote in favour of Resolution 3.
Eureka Energy Limited – Notice of AGM November 2011 7
Glossary
In this Explanatory Statement, the following terms have the following meanings unless the context
otherwise requires:
ASIC Australian Securities and Investments Commission
ASX ASX Limited ABN 98 008 624 691 and where the context permits, the
Australian Securities Exchange operated by ASX Limited
Board Board of Directors
Chair Mr Ian McCubbing or such other person appointed chairman in accordance
with the Constitution
Closely Related Party of Means:
a member of Key (a) a spouse or child of the member;
Management Personnel
(b) a child of the member’s spouse;
(c) a dependent of the member or 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 dealing with the entity;
(e) a company the member controls; or
a person prescribed by the Corporations Regulations 2001 (Cth).
Company Eureka Energy Limited
ABN 46 116 829 139
Constitution Constitution of the Company
Corporations Act Corporations Act 2001 (Cth)
Director director of the Company
Key Management Has the same meaning as in the accounting standards issued by the
Personnel Australian Accounting Standards Board and broadly includes 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) of the Company.
Listing Rules Means the listing rules of the Australian Securities Exchange
Share Fully paid ordinary share in the capital of the Company
Shareholder A holder of a Share
WST Australian Western Standard Time
Eureka Energy Limited – Notice of AGM November 2011 8
Lodge your vote:
By Mail:
Computershare Investor Services Pty Limited
E N E R G Y GPO Box 242 Melbourne
ABN 46 116 829 139 Victoria 3001 Australia
Alternatively you can fax your form to
(within Australia) 1800 783 447
*S000001Q01*
(outside Australia) +61 3 9473 2555
000001 000 EKA
MR SAM SAMPLE For Intermediary Online subscribers only
FLAT 123
(custodians) www.intermediaryonline.com
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE For all enquiries call:
SAMPLEVILLE VIC 3030 (within Australia) 1300 850 505
(outside Australia) +61 3 9415 4000
Proxy Form
For your vote to be effective it must be received by 11:00am (WST) Sunday 27 November 2011
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.
Appointment of Proxy Joint Holding: Where the holding is in more than one name, all of
Voting 100% of your holding: Direct your proxy how to vote by the securityholders should sign.
marking one of the boxes opposite each item of business. If you do Power of Attorney: If you have not already lodged the Power of
not mark a box your proxy may vote as they choose. If you mark Attorney with the registry, please attach a certified photocopy of the
more than one box on an item your vote will be invalid on that item. Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also the
Voting a portion of your holding: Indicate a portion of your Sole Company Secretary, this form must be signed by that person. If
voting rights by inserting the percentage or number of securities the company (pursuant to section 204A of the Corporations Act
you wish to vote in the For, Against or Abstain box or boxes. The 2001) does not have a Company Secretary, a Sole Director can also
sum of the votes cast must not exceed your voting entitlement or sign alone. Otherwise this form must be signed by a Director jointly
100%. with either another Director or a Company Secretary. Please sign in
the appropriate place to indicate the office held. Delete titles as
Appointing a second proxy: You are entitled to appoint up to two applicable.
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 Attending the Meeting
securities for each proxy, otherwise each proxy may exercise half of Bring this form to assist registration. If a representative of a corporate
the votes. When appointing a second proxy write both names and securityholder or proxy is to attend the meeting you will need to
the percentage of votes or number of securities for each in Step 1 provide the appropriate “Certificate of Appointment of Corporate
overleaf. Representative” prior to admission. A form of the certificate may be
obtained from Computershare or online at www.investorcentre.com
A proxy need not be a securityholder of the Company. under the information tab, "Downloadable 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 the Annual Report: Update your securityholding, 24 hours as day, 7 days a week:
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www.eurekaenergy.com.au Your secure access information is: SRN/HIN: I9999999999
PLEASE NOTE: For security reasons it is important that you keep your
SRN/HIN confidential.
916CR_0_Sample_Proxy/000001/000001/i
MR SAM SAMPLE
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Change of address. If incorrect,
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THE SAMPLE HILL Securityholders sponsored by a
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broker (reference number
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commences with ’X’) should advise
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Proxy Form Please mark to indicate your directions
STEP 1
Appoint a Proxy to Vote on Your Behalf XX
I/We being a member/s of Eureka Energy Limited hereby appoint
the Chairman
PLEASE NOTE: Leave this box blank if
you have selected the Chairman of the
OR
of the Meeting 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, as
the proxy sees fit) at the Annual General Meeting of Eureka Energy Limited to be held at The Hyatt Regency Perth, 99 Adelaide Terrace, East
Perth, Western Australia on Tuesday, 29 November 2011 at 11:00am (WST) and at any adjournment of that meeting. The Chairman of the
Meeting intends to vote undirected proxies in favour of each item of business other than in respect of Resolution 1, where the company has
determined that the Chairman is unable to do so.
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your
STEP 2
Items of Business behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
ORDINARY BUSINESS
Resolution 1 Remuneration Report
Resolution 2 Election of Director - Peter Mills
Resolution 3 Re-election of Director - Ian McCubbing
The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.
SIGN Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
EKA 999999A