EXCO RESOURCES LIMITED 
By (ABN 99 080 339 671)
NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY MEMORANDUM AND PROXY FORM Date of MeetingFriday, 30 November 2012
Time of Meeting2:30 pm (WST)
Place of Meeting Level 1, 8, Colin Street WEST PERTH THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR ATTENTIONIf you do not understand it, or any part of it, you should consult your professional advisors.
Exco Resources Limited - ABN 99 080 339 671 Notice of Meeting - Annual General Meeting 2012
EXCO RESOURCES LIMITED ANNUAL GENERAL MEETING 2012 30 NOVEMBER 2012 NOTICE OF MEETING
Notice is given that the 2012 Annual General Meeting
("Annual General Meeting" or "Meeting")
of the members of Exco Resources Limited ABN 99 080 339 671
("Exco" or "the Company") will be held at
Level 1, 8 Colin Street, West Perth on Friday, 30 November
2012 at 2:30 pm (Australian Western Standard Time) for the
purpose of transacting the following business.
An Explanatory Memorandum containing information in relation
to each of the following Resolutions accompanies, and forms
part of, this notice of meeting ("Notice"). Certain
abbreviations and other defined terms are used throughout
this Notice. Defined terms are generally identifiable by the
use of an upper case first letter. Details of the definitions
and abbreviations are set out in the Glossary section of the
Explanatory Memorandum.
To receive, and consider the Financial Report, the Directors'
Report and the Independent Auditor's Report of the
Company for the financial year ended 30 June 2012.
Resolution 1
Election of Mr Michael Spreadborough as a Director
To consider and, if thought fit, pass, with or without amendment, the following as an ordinary resolution:
"That Mr Michael Spreadborough, who retires in accordance with Rule 7.3(f) of the Constitution and, being eligible, having offered himself for election, be elected as a Director of the Company."
Resolution 2
Re-election of Mr Alasdair Cooke as a Director
To consider and, if thought fit, pass, with or without amendment, the following as an ordinary resolution:
"That Mr Alasdair Cooke, who retires by rotation in accordance with Rule 7.3(a) of the Constitution and, being eligible, having offered himself for re-election, be re-elected as a Director of the Company."
Remuneration ReportResolution 3
Adoption of Remuneration Report
To consider and, if thought fit, pass, with or without amendment, the following as an ordinary resolution:
"That, in accordance with section 250R(2) of the Corporations Act, the Remuneration Report, which forms part of the
Directors' Report for the financial year ended 30 June 2012, be adopted."
Voting Prohibition
A vote on Resolution 3 must not be cast by or on behalf of a
member of Key Management Personnel ("KMP") or their
Closely Related Parties (together, "Excluded
Persons"). However, an Excluded Person may cast a vote
on Resolution 3 as a proxy (appointed in writing) for a
person who is entitled to vote (i.e. for anyone who is not an
Excluded Person), so long as the Proxy Form specifies how the
proxy is to vote and that vote is cast as specified on the
Proxy Form.
Notwithstanding the above, the Chairman can cast a vote as a
proxy (appointed in writing) for a person who is entitled to
vote and who
does not specify a voting direction on the Proxy Form,
provided that the person expressly authorises the Chairman to
vote on
Resolution 3 even though Resolution 3 is connected directly
or indirectly with the remuneration of KMP. See the
Explanatory
Memorandum and Proxy Form for further details.
To deal with any other business which may be brought forward
in accordance with the Constitution and the
Corporations Act 2001 (Cth) ("Corporations Act").
By order of the Board
Eamon Byrne
Company Secretary
Dated: 31 October 2012
Exco Resources Ltd AGM 2012 | 1
Exco Resources Limited - ABN 99 080 339 671 Notice of Meeting - Annual General Meeting 2012
VOTING ENTITLEMENT
For the purpose of determining an entitlement to vote at the
Annual General Meeting, a person will be recognised as a
Shareholder if that person is registered as a holder of Exco
Shares at 4:00pm (WST) on Wednesday, 28 November
2012.
PROXIES
(a) A Shareholder who is entitled to attend and cast a vote
at the Meeting is entitled to appoint no more than two
proxies (who need not be Shareholders) to attend and vote on
a poll in the Shareholder's place.
(b) The appointment of the proxy may specify the proportion
or number of votes that the proxy may exercise.
Where a Shareholder appoints two proxies and the appointment
does not specify the proportion or number of the
Shareholder's votes each proxy may exercise, then each
of those proxies may exercise half the votes of the
Shareholder.
(c) The Proxy Form must be signed by a Shareholder or the
Shareholder's attorney duly authorised in writing, or,
if the Shareholder is a corporation, executed under its
corporate seal, in accordance with section 127 of the
Corporations Act, or by its duly authorised attorney or
representative. If an attorney is to attend the Meeting on
behalf of a Shareholder please submit the relevant power of
attorney to the Company for noting and return.
(d) A corporation which is a Shareholder, or which has been
appointed as a proxy, may appoint an individual to
act as its representative at the Meeting in accordance with
section 250D of the Corporations Act. The Company requires
written proof of the representative's appointment to be
lodged with or presented to the Company before the
meeting.
(e) To be effective, proxy forms must be received by the
Company no later than 48 hours prior to the commencement of
the Meeting (i.e. by 2:30pm (WST) on Wednesday, 28 November
2012. Any proxy form received after that time will not be
valid for the scheduled Meeting. For the convenience of
Shareholders, a Proxy Form is attached.
Proxy vote if appointment specifies way to vote
Section 250BB of the Corporations Act provides that an
appointment of a proxy may specify the way the proxy is to
vote on a particular resolution and, if it does:
(a) the proxy need not vote on a show of hands, but if the
proxy does so, the proxy must vote that way (i.e. as
directed);
(b) if the proxy has 2 or more appointments that specify
different ways to vote on the resolution - the proxy must not
vote on a show of hands;
(c) if the proxy is the Chairman at which the resolution is
voted on - the proxy must vote on a poll, and must
vote that way (i.e. as directed); and
(d) if the proxy is not the Chairman - the proxy need not
vote on the poll, but if the proxy does so, the proxy must
vote that way (i.e. as directed).
Transfer of non-Chairman proxy to Chairman in certain circumstances
Section 250BC of the Corporations Act provides that, if:
(a) an appointment of a proxy specifies the way the proxy is
to vote on a particular resolution at a meeting of the
Company's members;
(b) the appointed proxy is not the Chairman of the
meeting;
(c) at the meeting, a poll is duly demanded on the
resolution; and
(d) either of the following applies:
(i) the proxy is not recorded as attending the meeting;
or
(ii) the proxy does not vote on the resolution,
the Chairman is taken, before voting on the resolution
closes, to have been appointed as the proxy for the purposes
of voting on the resolution at the meeting.
ENQUIRIES
Shareholders are invited to contact Mr Eamon Byrne, Company Secretary, on (08) 9211 2000 if they have any queries in respect of the matters set out in these documents.
NOTES
The attached Explanatory Memorandum is intended to provide
Shareholders of the Company with sufficient information to
assess the merits of the Resolutions contained in this
Notice.
The Directors recommend that Shareholders read the
Explanatory Memorandum in full before determining whether or
not to support the Resolutions.
2 | Exco Resources Ltd AGM 2012
Exco Resources Limited - ABN 99 080 339 671 Notice of Meeting - Annual General Meeting 2012
EXPLANATORY MEMORANDUM1. ANNUAL FINANCIAL REPORTS
The Corporations Act requires the Company's financial
statements and the reports of the Directors and the
Independent Auditor for the financial year ended 30 June 2012
to be laid before the Annual General Meeting. These reports
are contained in the Company's 2012 Annual Report. A
printed copy of the 2012 Annual Report, or an email advising
that the 2012 Annual Report is available on the Company
website at www.excoresources.com.au, has been sent to each
Shareholder who has requested it.
Whilst no resolution is required in relation to this item,
Shareholders should consider the documents and raise any
matters of interest with the Directors when this item is
being considered.
The Company's auditor will be present at the meeting and
Shareholders will have an opportunity to ask the auditor
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 Exco 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
ELECTION OF MR MICHAEL SPREADBOROUGH AS A DIRECTOR
Resolution 1 seeks approval for the election of Mr Michael
Spreadborough as a Director of the Company with effect from
the end of the Meeting. Pursuant to Rule 7.2(b) of the
Constitution, the Directors may appoint any person to be a
Director. However, under Rule 7.3(f) of the Constitution, any
such appointee must retire at the next annual general meeting
of the Company and is eligible for re-election at that
meeting.
Mr Spreadborough was appointed by the Board on 3 July 2012 as
a nominee of Exco's then largest shareholder
Ivanhoe Australia Ltd. A summary of Mr Spreadborough's
qualifications and experience is provided below:
Mr Michael Spreadborough, BEng (Mining) (Hons), MBA
Mr Spreadborough has extensive mining experience in large,
multi-national companies in operational and senior management
roles. He is currently Chief Operating Officer of Ivanhoe
Australia Ltd. He was previously a General Manager within Rio
Tinto's Pilbara iron ore operations where he was responsible
for various mining operations and associated infrastructure
including the Cape Lambert and Dampier ports, and leading a
workforce of 1,000 personnel. Mr Spreadborough served on the
Dampier Port Authority Board for five years and is currently
a director of the Queensland Resource Council.
Prior to joining Rio Tinto, he was Vice President-Mining at
BHP Billiton's Olympic Dam Operations, with responsibility
for all aspects of the Olympic Dam mine. He has experience in
underground and open-pit mining for a wide range of
commodities, including copper, gold, uranium, iron ore, lead
and zinc.
The Directors (with the exception of Mr Spreadborough) recommend that Shareholders vote in favour of this
Resolution.
3. RESOLUTION 2
RE-ELECTION OF MR ALASDAIR COOKE AS A DIRECTOR
In accordance with Rule 7.3(a) of the Constitution, at every
annual general meeting, one third of the Directors for the
time being (excluding the Managing Director) must retire from
office and are eligible for re-election. ASX Listing Rule
14.4 requires an election of Directors to be held each year
and provides that no director (except the Managing
Director) may hold office for more than three years without
seeking re-election. The Directors to retire are those 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.
Pursuant to these arrangements, Mr Cooke retires and, being
eligible, offers himself for re-election. A summary of Mr
Cooke's qualifications and experience is provided below:
Mr Alasdair Cooke,
BSc (Hons Geology), MAIG
Mr Cooke is one of the founders of Exco and has over 23 years
of experience in the resource exploration industry throughout
Australia and internationally.
He is a qualified geologist and throughout his career has
been involved in mineral exploration and corporate
development, including eight years spent with BHP Minerals
Business Development Group and over ten years
managing public resource companies.
Exco Resources Ltd AGM 2012 | 3
Exco Resources Limited - ABN 99 080 339 671 Notice of Meeting - Annual General Meeting 2012
Mr Cooke is a founding partner of the Mitchell River Group, which over the decade has established a number of successful resource companies, including Panoramic Resources Ltd, Albidon Ltd, Mirabela Nickel Ltd, Energy Ventures Ltd and African Energy Resources Ltd. Mr Cooke has been a Director since 2001, and is currently a member of the Company's remuneration committee.
Other current directorships:
Executive director of African Energy Resources Ltd since
2006
Executive director of Energy Ventures Ltd since 2007
Previous directorships:
Executive director of Albidon Ltd 2000-2010
The Directors (with the exception of Mr Cooke) recommend that Shareholders vote in favour of this Resolution.
4. RESOLUTION 3
ADOPTION OF THE REMUNERATION REPORT
The Remuneration Report is contained in section 4.4 of the
Directors' Report, which forms part of the Company's
2012
Annual Report. By way of summary, the Remuneration
Report:
a) explains the Company's remuneration policy and the
process for determining the remuneration of its
Directors and Executive Officers;
b) makes clear that the basis for remunerating Non-Executive
Directors is distinct from the basis for remunerating
Executives, including Executive Directors;
c) addresses the relationship between the Company's
remuneration policy and the Company's performance;
and
d) sets out remuneration details for each Director and each
of the Company's Executives and Group Executives named
in the Remuneration Report for the financial year ended 30
June 2012.
The Chairman will give Shareholders a reasonable opportunity
to ask questions about or comment on the Remuneration Report.
A Resolution proposing that the Remuneration Report be
adopted will then be put to shareholder vote.
Section 250R of the Corporations Act requires that the
Remuneration Report be put to the vote at the Annual General
Meeting. Section 250R(3) of the Corporations Act provides
that the vote on the adoption of the Remuneration Report is
advisory only and does not bind the Directors or the Company.
However, the Directors will take the outcome of this advisory
vote into consideration when reviewing the Company's
remuneration practices and policies.
Shareholders should note that the Corporations Act provides
that if a company's remuneration report receives an
"against" vote of 25% or more at two consecutive
annual general meetings, a resolution must be put at the
second annual general meeting that another meeting be held
(within 90 days) at which all directors (other than the
Managing Director) who were in office at the date that the
Board approved the second remuneration report must stand for
re- election.
A vote may only be cast on Resolution 3 by an Excluded Person
if:
i) the vote is cast as a proxy;
ii) the Excluded Person is appointed as a proxy in writing
and the appointer specifies how the Excluded Person is to
vote on the resolution as a proxy and the Excluded Person
votes in accordance with that specified voting direction;
and
iii) the vote is cast on behalf of a person who is entitled
to vote (i.e. anyone other than an Excluded Person).
Where a Shareholder appoints the Chairman as their proxy but
does not direct how the Chairman is to vote, the Chairman may
still cast that vote provided that the Shareholder who lodged
the proxy has expressly authorised the Chairman to vote on
Resolution 3 even though Resolution 3 is connected directly
or indirectly with the remuneration of KMP.
In this context, KMP and their Closely Related Parties
(relevant to the definition of an Excluded Person) have the
same meaning as in section 9 of the Corporations Act (see
Glossary).
If you appoint the Chairman as your proxy, Exco encourages
you to direct the Chairman how to vote on Resolution 3 by
marking either the 'for', against' or
'abstain' box on the Proxy Form. If you do not
direct the Chairman how to vote on Resolution 3 you will be
taken to have expressly authorised the Chairman to vote in
accordance with his stated voting intention on this
Resolution. See the Proxy Form for further details.
The Directors recommend that Shareholders vote in favour of this Resolution. The Chairman intends to vote available proxies in favour of adopting the Remuneration Report.
4 | Exco Resources Ltd AGM 2012
Exco Resources Limited - ABN 99 080 339 671 Notice of Meeting - Annual General Meeting 2012
GLOSSARY"A$" means Australian Dollars.
"Annual General Meeting" or "Meeting" means the annual general meeting of the Shareholders to be held on
Friday, 30 November 2012 convened by the Notice and any adjournment that meeting.
"ASX" means the Australian Securities Exchange, ASX Limited, ABN 98 008 624 691.
"ASX Listing Rules" or "Listing Rules" means the official listing rules of ASX, as from time to time amended or waived in their application to a party.
"Board" means the board of Directors of the Company.
"Chairman" means the person chairing the Annual General Meeting.
"Closely Related Party" means (as defined in section 9 of the Corporations Act):
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 entity;
e) a company the member controls; or
f) a person prescribed by the Corporations Regulations 2001
(Cth). "Company" or "Exco" means Exco
Resources Limited, ABN 99 080 339 671.
"Constitution" means the constitution of the
Company.
"Corporations Act" means the Corporations Act 2001
(Cth).
"Directors" means Directors of the Company.
"Excluded Persons" means Key Management Personnel or their Closely Related Parties.
"Explanatory Memorandum" means the information attached to the Notice, which provides information to
Shareholders about the Resolutions contained in the Notice.
"Key Management Personnel" or "KMP" 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) of the Company.
"Notice of Annual General Meeting" or "Notice" means the notice of the annual general meeting which accompanies this Explanatory Memorandum.
"Proxy Form" means the proxy form accompanying the Notice. "Resolution" means a resolution proposed pursuant to the Notice. "Shareholder" means a holder of Shares.
"Shares" means fully paid ordinary shares issued in the capital of the Company.
"WST" means Australian Western Standard Time (GMT +8hrs).
Exco Resources Ltd AGM 2012 | 5
Shareholder's Name and Address
PROXY FORM EXCO RESOURCES LIMITED ABN 99 080 339 671I/We being a member/members of Exco Resources Limited hereby appoint
the Chairman OR
Leave this box blank if you have selected the Chairman. 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, 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 the Company to be held at Level 1, 8 Colin Street, West Perth, Western Australia on Friday, 30 November 2012 at 2:30pm (WST), and at any adjournment or postponement of that Meeting.
Chairman authorised to exercise undirected proxies on Resolution 3: Where I/we have appointed the Chairman 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 Resolution 3 in accordance with his stated voting intention (except where I/we have indicated a different voting intention by marking an applicable box below) even though Resolution 3 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. The Chairman intends to vote available proxies in favour of Resolution 3.
Important note: If the Chairman is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 3 by marking the appropriate box below.
Resolutions
1 Election of Mr Michael Spreadborough as a Director
2 Re-election of Mr Alasdair Cooke as a Director
3 Adoption of Remuneration Report
*Please note that if you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority on that Resolution.
The Chairman intends to vote available proxies in favour of each Resolution.
Signature of Securityholder(s)
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Secretary Director Director/Company Secretary
/ /
Contact e-mail address Contact telephone number Date
Proxies may be lodged either by facsimile on (08) 9211 2001, by mail to PO Box 1726, West Perth, 6872, Western Australia or delivered in person to the registered office of the Company at Level 2, 8 Colin Street, West Perth, Western Australia. To be valid, a Proxy Form must be received by the Company no later than 2:30pm (WST) on Wednesday, 28 November
2012. For assistance in completing this form, please refer to the rear of this form.
INSTRUCTIONS FOR COMPLETION OF THE PROXY FORMSHAREHOLDERS NAME
This is the name and address of the Shareholder as it appears on the Company's share register. If this information is incorrect, please make the necessary corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form. For the purposes of this Annual General Meeting, Shares will be taken to be held by those persons who are the registered holders thereof at 2:30pm (WST) on Wednesday, 28 November 2012.
APPOINTMENT OF PROXY
A Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint no more than two other persons (whether Shareholders or not) as proxy or proxies to attend in the Shareholder's place at the Annual General Meeting. The proxy has the same right as the Shareholder to speak and vote at the Annual General Meeting. If you leave this section blank or your named proxy does not attend the meeting, the Chairman will be taken to have been appointed as your proxy even if you attend the Annual General Meeting (unless you revoke your proxy before the Meeting).
If you wish to appoint the Chairman as your proxy, please mark "X" in the first box on the Proxy Form. If you appoint the Chairman as your proxy, please also consider if you wish to direct the Chairman how to vote on Resolution 3. If you do not direct the Chairman how to vote on Resolution 3, you will be taken to have expressly authorised the Chairman to vote on Resolution 3 in accordance with his stated voting intention, even though Resolution 3 is connected directly or indirectly with the remuneration of KMP.
APPOINTING A SECOND PROXY
You are entitled to appoint up to two proxies to attend the Meeting and vote on a poll. If a Shareholder appoints two proxies, each proxy may be appointed to represent a specific proportion of the Shareholder's voting rights. If such appointment is not made then each proxy may exercise half of the Shareholder's voting rights. Fractions will be disregarded.
DIRECTING YOUR PROXY HOW TO VOTE
You may direct your proxy how to vote by placing an "X" in the appropriate box opposite the Resolution. If you do so, all your Shares will be voted in accordance with your direction. Alternatively, you may split your vote on the Resolution by inserting the percentage of Shares you wish to vote in the appropriate boxes.
Please ensure you clearly mark the box in black or blue ink by placing a mark or the percentage of Shares you are voting. If you do not mark any of the boxes on a given Resolution, your proxy may vote as he or she chooses to the extent permitted by law.
CHAIRMAN'S VOTING INTENTIONS
The Chairman intends to vote available proxies in favour of each Resolution.
SIGNATURE INSTRUCTIONS
Each Shareholder must sign this form as follows in the spaces provided:
Individual Where the holding is in one name, the Shareholder must sign.
Joint Holding If your Shares are held in joint names, all Shareholders must sign in the boxes.
Power of attorney
To sign under power of attorney you must have already lodged the instrument effecting the appointment with the Company. If you have not previously lodged this document for notation, 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) does not have a company secretary, a sole director may sign alone. Otherwise this form must be signed by a director jointly with either another director or company secretary. Please indicate the office held by signing in the
appropriate place. Delete titles as applicable.
If a representative of the company is to attend the meeting, the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the Meeting or at the registration desk on the day of the Meeting. A form of the certificate may be obtained from the Company's share registry.
CONTACT E-MAIL ADDRESS/TELEPHONE NUMBER
These will help us if there are any problems with your proxy form.
DELIVERY OF PROXY
To be effective, forms to appoint proxies (and any power of attorney under which they are signed) must be received by the Company no later than 48 hours before the time appointed for the holding of this Annual General Meeting, that is by 2:30pm (WST) on Wednesday, 28 November 2012, by post, facsimile or in person to the respective addresses stipulated on the Proxy Form.
A reply-paid envelope is attached for your convenience.
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