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ACUMENTIS GROUP LIMITED AGM Information 2011

Oct 13, 2011

64295_rns_2011-10-13_16387703-c77d-4d41-9c74-5ea16118488f.pdf

AGM Information

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LandMark White Limited ABN 50 102 320 329

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NOTICE OF ANNUAL GENERAL MEETING 2011

Notice is given that the Annual General Meeting of members of LandMark White Limited (Company or ‘LandMark White’) will be held at the office of LandMark White Limited, Level 15, 55 Clarence Street, Sydney at 2.00 pm (Sydney time) on Thursday 17th November 2011.

Ordinary Business

CHAIRMAN’S ADDRESS

FINANCIAL STATEMENTS AND REPORTS

‘To receive and consider the Financial Report and the Reports of the Directors and the Auditor in respect of the year ended 30 June 2011.’

RESOLUTION 1 - REMUNERATION REPORT

To consider and, if thought fit, to pass the following in accordance with section 250R(2) of the Corporations Act 2001:

That the section of the Report of the Directors for the financial year ending 30 June 2011 dealing with the remuneration of the Company’s Directors, Company Secretary and senior executives (‘remuneration report’) be adopted.’

  • NB: This resolution shall be determined as if it were an ordinary resolution, but under section 250R(3) of the Corporations Act , the vote does not bind the Directors of the Company.

VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast on Resolution 1:

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  • by or on behalf of a member of the ‘key management personnel’ ‘key management personnel’ has the meaning as defined in Section 9 of the Corporations Act 2001. (KMP) whose remuneration is included in the Remuneration Report;

  • by or on behalf of a closely related party ‘closely related party has the meaning as defined in Section 9 of the Corporations Act 2001. (such as close family members and any controlled companies) of a member of KMP whose remuneration is included in the Remuneration Report; or

  • as a proxy of any of the above.

However, the Company will not disregard a vote cast on Resolution 1 if it is cast as a proxy for a person who is entitled to vote, in accordance with the directions (For, Against or Abstain) on the proxy appointment.

LandMark White Limited Notice of Annual General Meeting Page 1

RESOLUTION 2 - RE-ELECTION OF MR GLEN WHITE

To consider and, if thought fit, to pass the following as an ordinary resolution:

‘That Mr Glen White retires in accordance with clause 16 of the constitution of the Company and being eligible is re-elected as a Director of the Company. ’

By Order of the Board

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Frank Hardiman Company Secretary 12 October 2011

LandMark White Limited Notice of Annual General Meeting Page 2

Voting Instructions

Voting At the Meeting

  1. If you are able to attend at the meeting, on a show of hands each Shareholder present may cast one vote. ‘Shareholder present’ includes a person present as a proxy, attorney or body corporate representative. However, if a Shareholder holds 2 or more appointments and these appointments direct the proxy to vote in different ways, then the proxy cannot vote on a show of hands.

  2. On a poll, Shareholders have one vote for every fully paid Share held.

  3. LandMark White has determined that for the purpose of voting at the meeting or adjourned meeting, Shares will be taken to be held by those persons recorded in the LandMark White register of Shareholders as at 7.00 pm (Sydney time) 15th November 2011.

Appointment of Proxy (Section 249L(d))

  1. If you are a Shareholder and you are unable to attend and vote at the meeting, and wish to appoint a proxy, please complete and return the enclosed proxy form. A proxy need not be a Shareholder of LandMark White.

  2. The proxy form must be completed and lodged at LandMark White’s share registry at Link Market Services, Locked Bag A14, Sydney South, NSW, 1235 or faxed to 02 9287 0309 at least 48 hours before the meeting ie lodgement must occur no later than 2.00pm (Sydney time) on 15th November 2011. To ensure that your proxy is validly received, we suggest that you immediately fax your proxy to the above fax number.

  3. A Shareholder entitled to attend and cast more than 2 votes at the meeting is entitled to appoint no more than 2 proxies to attend and vote in their stead. Where more than one proxy is appointed, each proxy should be appointed to represent a specified proportion of the Shareholder’s voting rights. Failure to apportion voting rights will result in each proxy being entitled to vote half of the Shareholder’s votes.

  4. The form must be signed personally by the Shareholder or their attorney. A corporation must sign under its common seal or under the hand of a duly authorised person or persons.

  5. Where the form is signed by a duly authorised attorney, or body corporate representative, the power of attorney, or evidence of the appointment of the representative, if not previously exhibited to LandMark White, must be produced at LandMark White’s share registry described in Item 5 prior to the time set out in Item 5. Again, to ensure that the power of attorney or other instrument is received in time, we suggest that you fax your power of attorney or other instrument to the above fax number.

  6. If the proxy is signed under power of attorney, the signatory must also declare that they have had no notice of revocation of the power of attorney.

LandMark White Limited Notice of Annual General Meeting Page 3

Explanatory Notes

Financial Statements and Reports

The Corporations Act 2001 requires the Financial Report, Directors’ Report and Audit Report to be laid before the Annual General Meeting. In addition LandMark White’s constitution provides for such reports to be received and considered at the meeting. Apart from the matters involving remuneration which are required to be voted upon, neither the Corporations Act 2001 nor LandMark White’s constitution requires shareholders to vote on such reports.

However shareholders will be given ample opportunity to ask questions or make comments about these reports and the management at the meeting. Shareholders will also be given a reasonable opportunity to ask the Auditor questions about the conduct of the audit and the preparation and content of the Auditor’s report. In addition to asking questions at the meeting, shareholders may address written questions to the Company’s Auditor which are relevant to:

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  • the content of the Auditor’s Report to be considered at the meeting; or

the conduct of the audit of the annual financial report to be considered at the meeting.

Any written questions must be submitted to the Company Secretary before 5.00 pm (Sydney time) 15th November 2011 by email, fax or post. Address details are:

GPO Box 3359

Sydney, NSW 2001

Email address: [email protected]

Fax Number: 02 8823 6399.

Copies of the questions received, and answers, will be available at the meeting.

– Resolution 1 Remuneration Report

Section 250R(2) of the Corporations Act 2001 requires listed companies to put forward a resolution for adoption of the remuneration report at the company’s AGM. The remuneration report is set out in the Directors Report on pages 11 to 18 of the Annual Report.

Note that subsequent to the 30 June 2011 the size of the Board has been reduced from 5 to 3 and consequently remuneration of non-executive directors has been reduced by $95,400 for the 2011-12 financial year.

A reasonable opportunity will be provided for discussion of the remuneration report at the meeting.

The vote on this resolution is advisory only and does not bind the Directors or the Company

Under recent changes to the Corporations Act with the introduction of Division 9 of Part 2G.2 (which came into effect on 1 July 2011), if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Meeting, the Company will be required to put to Shareholders at the Company’s 2012 Annual General Meeting a resolution ( Spill Resolution ) proposing the calling of another general meeting ( Spill Meeting ) to consider the appointment of Directors of the Company. However, the Spill Resolution will only be put to the vote at the Company’s 2012 Annual General Meeting if at least 25% of votes are also against the adoption of the 2012 Remuneration Report at the 2012 Annual General Meeting.

If the Spill Resolution is put to the vote at the Company’s 2012 Annual General Meeting, and more than 50% of Shareholders vote in favour of the Spill Resolution, the Company is required to convene the Spill Meeting within 90 days of the Company’s 2012 Annual General Meeting. All of the Directors who were in 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.

LandMark White Limited Notice of Annual General Meeting Page 4

– - Resolution 2 Re election of Mr Glen White as Director

Under clause 16 of the constitution of LandMark White Limited, one third of the current Directors (excluding the Managing Director, any Director appointed under clause 13.2 and any Director who has vacated his/her office under clause 15.1) must retire by rotation at each annual general meeting. Under clause 16.2 the Directors to retire are those who have been longest in office since last being elected. Given there are now only two no-executive directors at least one must retire by rotation at each annual general meeting. Whilst both Mr Glen White and Mr Stuart Gregory retired and were re elected last year Mr Glen White was the longest in office as he was elected immediately before Mr Stuart Gregory. Accordingly, Mr Glen White must retire and, being eligible, present himself for re-election.

A summary of Mr Glen White’s experience and qualifications appear below.

Recommendation

The Board of LandMark White, other than Mr White, being subject to re-election, recommends that Shareholders vote in favour of the resolution to re-elect Mr Glen White.

Mr Glen J White– appointed 26 September 2002 member of remuneration and audit committees

The co-founder of LandMark White’s practice, Glen was a registered valuer with over 40 years extensive experience in the real estate industry throughout Queensland and New South Wales. Working in both the public and private sectors, Glen commenced his valuation career in 1968 and gained experience with the Queensland Lands Department, National Mutual Life Association and with a private valuation firm before working in the Queensland practice that has become LandMark White since the 1980s. Previously a fellow of the Australian Property Institute now retired, Glen has appeared in courts as an expert witness, lectured in valuation and is highly experienced in rental determinations. Glen was appointed Chairman on 1 November 2005 and following a restructure of the Board, resigned as chairman on 12 July 2011.

LandMark White Limited Notice of Annual General Meeting Page 5

LODGE YOUR VOTE

LandMark White Limited ABN 50 102 320 329

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www.linkmarketservices.com.au

ONLINE

By mail:  LandMark White Limited  [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

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All enquiries to: Telephone: 1300 554 474 Overseas: +61 2 8280 7454

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SHAREHOLDER VOTING FORM

I/We being a member(s) of LandMark White Limited and entitled to attend and vote hereby appoint:

STEP 1 APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the Meeting as your of the Meeting[1] proxy, please write the name of the person or body corporate (excluding (mark box) the registered shareholder) you are appointing as your proxy

or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 2:00pm (Sydney time) on Thursday, 17 November 2011, at LandMark White Limited, Level 15, 55 Clarence Street, Sydney NSW 2000 and at any adjournment or postponement of the meeting.

1 If you appoint a proxy, we encourage you to direct your proxy how to vote on each item of business.

 The Chairman of the Meeting, Directors and other Key Management Personnel of the Company and their closely related parties (see the Notice of Meeting and overleaf) will not cast any votes in respect of Resolution 1 (Remuneration Report) that arise from any undirected proxy that they hold.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X

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STEP 2 VOTING DIRECTIONS
For Against Abstain [2]
Resolution 1
Remuneration Report
Resolution 2
Re-election of Mr Glen White
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 2 If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

LMW PRX110

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the company. A proxy may be an individual or a body corporate.

Votes on Items of Business – Proxy Appointment

You should direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

If the Chairman of the meeting or another of the Key Management Personnel of the company or their closely related parties is your proxy, that person will not vote your shares on Resolution 1 (Remuneration Report) if you have not directed them how to vote on that item.

Key Management Personnel of the company are the Directors and those persons having authority and responsibility for planning, directing and controlling the activities of the company, directly or indirectly. The Remuneration Report identifies the company’s Key Management Personnel for the financial year to 30 June 2011. Their closely related parties are defined in the Corporations Act 2001 (Cth), and include certain of their family members, dependants and companies they control.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

  • (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

  • (b) return both forms together.

Signing Instructions

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

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. 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 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Corporate Representatives

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the company’s share registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:00pm (Sydney time) on Tuesday, 15 November 2011, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged using the reply paid envelope or:

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

by mail:

LandMark White Limited

C/- Link Market Services Limited

Locked Bag A14 Sydney South NSW 1235 Australia

by fax:

+61 2 9287 0309

by hand:

delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000.

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.