EUG Eurogold

RNS Number:7690F
Eurogold Limited
16 October 2007




EUROGOLD LIMITED
ACN 009 070 384

NOTICE OF ANNUAL GENERAL MEETING


An Annual General Meeting of the Company will be held at the offices of Eurogold
 Limited, Level 1, 173 Mounts Bay Road Perth, Western Australia on Thursday 15
                         November 2007 at 2:00pm (WST).




This Notice of Annual General Meeting 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 by telephone on (08) 9481 0572.







EUROGOLD LIMITED

ACN 009 070 384



NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an Annual General Meeting of Shareholders of
Eurogold Limited ("Company") will be held at Level 1, 173 Mounts Bay Road, Perth
on 15 November 2007 at 2:00pm (WST) ("Meeting").

The Explanatory Memorandum to this Notice provides additional information on
matters to be considered at the Meeting. The Explanatory Memorandum and the
Proxy Form form part of this 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 on
13 November 2007 at 5pm (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are
defined in Section 5.

If you requested not to receive a hard copy of the Company's Annual Report you
can access it on the Company's website: www.eurogold.com.au

AGENDA

Financial Report

To receive the Financial Report of the Company and its controlled entities for
the year ended 30 June 2007 together with a Directors' report in relation to
that financial year and the auditor's report on the Financial Report.

1.                    Resolution 1 - Approve Remuneration Report

To consider, and if thought fit, pass as an ordinary resolution with or without
amendment the following:

"That the Remuneration Report be adopted by the Shareholders on the terms and
conditions in the Explanatory Memorandum."

2.                    Resolution 2 - Re-election of Mr Brett Montgomery as
Director

To consider and, if thought fit, to pass as an ordinary resolution with or
without amendment the following:

"That Mr Brett Montgomery, who retires in accordance with the Constitution and,
being eligible, offers himself for re-election, be re-elected as a Director."





12 October 2007
By Order of the Board
Pauline Collinson
Company Secretary



EUROGOLD LIMITED
ACN 009 070 384


EXPLANATORY MEMORANDUM


Introduction

This Explanatory Memorandum has been prepared for the information of
Shareholders of the Company in connection with the business to be conducted at
the Meeting to be held at Level 1, 173 Mounts Bay Road, Perth on 15 November
2007 at 2:00pm (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of
the accompanying Notice. The purpose of this Explanatory Memorandum is to
provide information to Shareholders in deciding whether or not to pass the
Resolutions in the Notice.

This Explanatory Memorandum includes the following information to assist
Shareholders in deciding how to vote on the Resolutions.


A Proxy Form is located at the end of the Explanatory Memorandum.

1.     Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding
how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if
they wish to appoint a representative (a "proxy") to vote in their place. All
Shareholders are invited and encouraged to attend the Meeting or, if they are
unable to attend in person, sign and return the Proxy Form to the Company in
accordance with the instructions provided. Lodgement of a Proxy Form will not
preclude a Shareholder from attending and voting at the Meeting in person.

2.     Financial Statements and Reports

The Corporations Act requires the Financial Report (which includes the financial
statements and directors declaration), the Directors' report and auditor's
report to be laid before the Company's Annual General Meeting. There is no
requirement in either in the Corporations Act or the Constitution for
Shareholders to approve the Financial Report, the Directors' report or the
auditor's report.

Shareholders will be given a reasonable opportunity at the Meeting to ask
questions and make comments on these reports.

3.     Resolution 1 - Approve Remuneration Report

Pursuant to section 250R(2) of the Corporations Act, the Company is required to
put the Remuneration Report to the vote of Shareholders. The Financial Report
for the year ended 30 June 2007 contains the Remuneration Report which sets out
the remuneration policy for the Company and reports the remuneration
arrangements in place for the executive Directors, specified executives and
non-executive Directors.

The provisions of the Corporations Act provide that Resolution 1 need only be an
advisory vote of Shareholders.

Accordingly, Resolution 1 is advisory only and does not bind the Directors. Of
itself, a failure of Shareholders to pass Resolution 1 will not require the
Directors to alter any of the arrangements in the Remuneration Report, however
the Board will take the outcome of the vote into consideration when considering
the remuneration policy.

The Chairman of the Meeting will allow a reasonable opportunity for Shareholders
as a whole to ask about, or make comments on, the Remuneration Report.

4.     Resolution 2 - Re-election of Mr Brett Montgomery as Director

Article 6.3(c) of the Constitution requires that one third of the Directors
(rounded down to the nearest whole number) must retire at each annual general
meeting. Article 6.3(f) provides that a Director who retires under Article 6.3
(c) is eligible for re-election.

Pursuant to these articles, Mr Brett Montgomery will retire by rotation and seek
re-election.

Mr Montgomery was appointed as a Director on 15 August 1989. He has over 20
years experience in the mining industry and management of public companies. The
Board unanimously supports the re-election of Mr Montgomery.

5.     Definitions



In this Explanatory Memorandum and Notice:

"Board" means the board of Directors.

"Constitution" means the Constitution of the Company.

"Corporations Act" means the Corporations Act 2001 (Cth).

"Director" means a director of the Company.

"Explanatory Memorandum" means the explanatory memorandum attached to the
Notice.

"Financial Report" means the 2007 Financial Report of the Company, a copy of
which was lodged with the ASX on 28 September 2007.

"Meeting" has the meaning given in the introductory paragraph of the Notice.



"Notice" means this notice of meeting.

"Proxy Form" means the proxy form attached to the Notice.

"Remuneration Report" means the remuneration report of the Company contained in
the Financial Report.

"Resolution" means a resolution contained in this Notice.

"Shareholder" means a shareholder of the Company.

"WST" means Western Standard Time, being the time in Perth, Western Australia.



                                EUROGOLD LIMITED

                               (ACN 009 070 384)



                               P R O X Y F O R M


The Company Secretary

Eurogold Limited


By delivery: By post: By facsimile:

1st Floor PO Box 7493 +61 8 9481 3586

173 Mounts Bay Road Cloisters Square

PERTH WA 6000 PERTH WA 6850

I/We
 1________________________________________________________________________________________

of ____________________________________________________________________________________________

being a Shareholder/Shareholders of the Company and entitled to
_________________________________________

votes in the Company, hereby appoint 2
______________________________________________________________

or failing such appointment the Chairman of the Annual General Meeting as my/our
proxy to vote for me/us on my/our behalf at the Annual General Meeting of the
Company to be held at Level 1, 173 Mounts Bay Road, Perth on 15 November 2007 at
2:00pm (WST) and at any adjournment thereof in the manner indicated below or, in
the absence of indication, as he thinks fit. If 2 proxies are appointed, the
proportion or number of votes of this proxy is authorised to exercise is * (  )% 
of the Shareholder's votes*. (An additional Proxy Form will be supplied by
the Company, on request).

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

IMPORTANT:
The Chairman of the Annual General Meeting intends to vote undirected proxies in
favour of the Resolutions.

The proxy is to vote for or against the Resolution referred to in the Notice as
follows:


For Against Abstain
Resolution 1      Approve Remuneration Report

Resolution 2      Re-election of Mr Brett Montgomery as Director




Authorised signature/s This section must be signed in accordance with the
instructions below to enable your voting instructions to be implemented.

Individual or Shareholder 1         Shareholder 2        Shareholder 3



Sole Director and Sole Company      Director             Director/Company
Secretary                                                Secretary


_________________________ _______________________ ___________________

Contact Name Contact Daytime Telephone Date


1  Insert name and address of Shareholder 2 Insert name and address of
proxy *Omit if not applicable



Proxy Notes:


A Shareholder entitled to attend and vote at the Meeting may appoint a natural
person as the Shareholder's proxy to attend and vote for the Shareholder at the
Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting
the Shareholder may appoint not more than 2 proxies. Where the Shareholder
appoints more than one proxy the Shareholder may specify the proportion or
number of votes each proxy is appointed to exercise. If such proportion or
number of votes is not specified each proxy may exercise half of the
Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.


If a Shareholder appoints a body corporate as the Shareholder's proxy to attend
and vote for the Shareholder at the Meeting, the representative of the body
corporate to attend the Meeting must produce the Certificate of Appointment of
Representative prior to admission. A form of the certificate may be obtained
from the Company's share registry.


You must sign this form as follows in the spaces provided:


Joint Holding: Where the holding is in more than one name all of the holders
must sign.


Power of Attorney: If signed under a power of attorney, you must have already
lodged it with the registry, or alternatively, attach a certified photocopy of
the power of attorney to this Proxy Form when you return it.


Companies: A director can sign jointly with another director or a company
secretary. A sole director who is also a sole company secretary can also sign.
Please indicate the office held by signing in the appropriate space.


Proxy Forms (and the power of attorney or other authority, if any, under which
the Proxy Form is signed) or a copy or facsimile which appears on its face to be
an authentic copy of the Proxy Form (and the power of attorney or other
authority) must be deposited at or received by facsimile transmission at the
Perth office of the Company (1st Floor, 173 Mounts Bay Road, Perth, WA, 6000, or
by post to PO Box 7493, Cloisters Square, Perth, WA, 6850 or facsimile (08) 9481
3586 if faxed from within Australia or +618 9481 3586 if faxed from outside
Australia) not less than 48 hours prior to the time of commencement of the
Meeting (WST).



Paste the following link into your web browser to download the PDF document 
related to this announcement: 


http://www.rns-pdf.londonstockexchange.com/rns/7690f_-2007-10-16.pdf
 





                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
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