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ADVANCE ZINCTEK LIMITED — AGM Information 2007
Oct 17, 2007
64386_rns_2007-10-17_e91dca9f-a4a0-46e7-81de-b07f6a12431e.pdf
AGM Information
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18 October 2007
Australian Stock Exchange Limited Exchange Centre 20 Bridge Street Sydney NSW 2000
Attention: Company Announcements Office
ANNUAL GENERAL MEETING
Please find attached the following documents in relation to the Company’s 2007 Annual General Meeting to be held on Wednesday, 21 November 2007:
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Letter to shareholders;
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Corporate representative appointment form;
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Notice of meeting and explanatory notes;
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Proxy form;
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Letter to shareholders regarding Annual Report options; and
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Replacement page 51 of the 2007 Concise Financial Report due to the omission of a substantial shareholder from the Concise Financial Report lodged on 21 September 2007 (page 51) and Annual Report lodged on 12 September 2007 (page 69).
Yours sincerely
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Deana Cesari Chief Financial Officer & Company Secretary
Advanced Nanotechnology Limited ABN 54 079 845 855 108 Radium Street, Welshpool, Western Australia 6106 Tel: +61 (8) 9458 0800 Fax: +61 (8) 9458 0808 www.advancednanotechnology.com
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18 October 2007
Dear Shareholder,
I have pleasure in enclosing a copy of our 2007 Concise Financial Report (unless you have previously elected not to receive a copy) together with the Notice of Meeting for this year’s Annual General Meeting of the Company, which is to be held as follows:
Date: Wednesday, 21 November 2007 Time: 3.00pm (WST) Location: University of Western Australia University Club (Seminar Room 1) Hackett Drive (Entrance 1) Nedlands, Western Australia
Persons attending as representatives of corporate and institutional shareholders will be required to produce appropriate evidence of authority to so act. For this purpose an appointment of corporate representative form is provided overleaf.
If you are unable to attend the meeting you are encouraged to appoint a proxy by completing the enclosed proxy form. Please use the enclosed reply paid envelope to return the completed proxy form. Shareholders may also fax the proxy form to our share registry on +61 (8) 9323 2033. To be effective, we must receive your completed proxy form no later than 3.00pm (WST) on Monday, 19 November.
To assist us with our arrangements, it would be appreciated if you could advise us if you plan on attending this meeting by contacting us on:
Telephone: +61 (8) 9458 0800 Email: [email protected]
I look forward to welcoming you to our 2007 annual general meeting.
Yours sincerely
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DAVID GRIFFITHS Chairman
Advanced Nanotechnology Limited ABN 54 079 845 855 108 Radium Street, Welshpool, Western Australia 6106 Tel: +61 (8) 9458 0800 Fax: +61 (8) 9458 0808 www.advancednanotechnology.com
APPOINTMENT OF CORPORATE REPRESENTATIVE
Certificate Pursuant to Section 250D of the Corporations Act 2001
(Insert name of member company)
hereby certifies that it has appointed
(Insert name of appointee)
to act as its representative at:
- the Annual General Meeting of Advanced Nanotechnology Limited to be held on Wednesday, 21 November 2007.
OR
- all general meetings of members of Advanced Nanotechnology Limited until further notice.
(Please delete one of the alternatives)
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Affix common
Dated this day of 2007 seal here if
required
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The Common Seal of
(Insert name of member company)
was hereto affixed in accordance with its Constitution (if any) and any Replaceable rules that apply, in the presence of:
Sole Director & OR Director & Director/Secretary Sole Company Secretary
This authority may be sent to the Company and/or the share registry, Computershare Investor Services Pty Ltd (GPO Box D182, Perth, Western Australia, 6840) in advance of the meeting or handed in at the meeting when registering as a company representative. In either case the authority will be retained by the Company.
Advanced Nanotechnology Limited ACN: 079 845 855 108 Radium Street Welshpool WA 6106 AUSTRALIA Tel: +61 (8) 9458 0800 Fax: +61 (8) 9458 0810
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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS For the year ended 30 June 2007
Notice is hereby given that the Annual General Meeting of Advanced Nanotechnology Limited ( the Company ) will be held in Seminar Room 1, University Club, University of Western Australia, Entrance 1, Hackett Drive, Nedlands, Western Australia on Wednesday, 21 November 2007 at 3.00pm (WST). The Explanatory Notes accompanying this Notice of Meeting form part of this Notice of Meeting.
BUSINESS
Item 1. Financial Report and Reports of the Directors and the Auditors
To table and consider the financial report, the directors’ report and the auditor’s report for the year ended 30 June 2007.
Item 2. Remuneration Report (Resolution 1)
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That the Company adopt the Remuneration Report for the year ended 30 June 2007 in accordance with Section 250R(2) of the Corporations Act.”
Item 3. Re-election of Director (Resolution 2)
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That Mr. Robert Michael Alexander Mangioni who retires by rotation in accordance with Article 6.4 of the Company’s Constitution and, being eligible, offers himself for re-election, be elected as a director of the Company.”
Information about Mr. Mangioni is set out in the accompanying Explanatory Notes.
Item 4. Appointment of Director (Resolution 3)
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That, in accordance with Rule 6.2 of the Company’s Constitution, the appointment of Mr. Bruce John Cameron, who was appointed to the Board since the last annual general meeting of the Company, is confirmed.”
Information about Mr. Cameron is set out in the accompanying Explanatory Notes.
Item 5. Appointment of Director (Resolution 4)
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That, in accordance with Rule 6.2 of the Company’s Constitution, the appointment of Mr. John Catherwood Young, who was appointed to the Board since the last annual general meeting of the Company, is confirmed.”
Information about Mr. Young is set out in the accompanying Explanatory Notes.
Item 6. Appointment of Director (Resolution 5)
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That, in accordance with Rule 6.2 of the Company’s Constitution, the appointment of Mr. Thibaut Thierry Jacques Mortier, who was appointed to the Board since the last annual general meeting of the Company, is confirmed.”
Information about Mr. Mortier is set out in the accompanying Explanatory Notes.
Item 7. Issue of Options to Director (Resolution 6)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, the grant of Options to acquire 250,000 Shares with an exercise price of $0.308 exercisable to the expiry date of 21 February 2010 to Bruce Cameron (or his nominee) on the terms and conditions set out in the Explanatory Statement, is approved."
The Company will disregard any votes cast on this resolution by Bruce Cameron and any of his Associates (other than votes cast:
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as proxy in accordance with the directions on the proxy form, for any other member of the Company who is entitled to vote; and
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by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides).
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Item 8. Issue of Options to Director (Resolution 7)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, the grant of Options to acquire 250,000 Shares with an exercise price of $0.308 exercisable to the expiry date of 21 February 2010 to John Young (or his nominee) on the terms and conditions set out in the Explanatory Statement, is approved."
The Company will disregard any votes cast on this resolution by John Young and any of his Associates (other than votes cast:
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as proxy in accordance with the directions on the proxy form, for any other member of the Company who is entitled to vote; and
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by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides).
Item 9 Approval of Advanced Nanotechnology Limited Salary Sacrifice Share Plan (Resolution 8)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and Listing Rule 10.14 and for all other purposes, the Advanced Nanotechnology Limited Salary Sacrifice Share Plan as set out in the Explanatory Notes be approved."
The Company will disregard any votes cast on this resolution by any Director or Employee and his or her Associates (other than votes cast:
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as proxy in accordance with the directions on the proxy form, for any other member of the Company who is entitled to vote; and
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by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides).
OTHER INFORMATION
Explanatory Notes accompany and form part of this Notice. Certain terms used in this Notice are defined in the Explanatory Notes.
All Shareholders should read the Explanatory Notes carefully and in its entirety. Shareholders who are in doubt regarding any part of the business of the meeting should consult their financial or legal adviser for assistance.
Voting by Proxy
Any Shareholder of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of the Shareholder.
The proxy does not need to be a member of the Company. A Shareholder that is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder’s votes.
Proxies must be:
(a) lodged at the registered office of the Company; or
- (b) received at either of the fax numbers specified below,
not later than 48 hours before the meeting i.e. 3.00pm on Monday, 19 November 2007.
The Company’s registered office: 108 Radium Street, Welshpool, Western Australia 6106. Postal Address: As above. Facsimile number: +61 (8) 9458 0810 (the Company); or +61 (8) 9323 2033 (the Share Registrar).
Entitlement to vote
In accordance with Section 1074E(2)(g)(i) of the Corporations Act and Regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the meeting all Shares will be taken to be held by the persons who held them as registered Shareholders at 4.00pm (WST) on Tuesday, 20 November 2007. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.
By Order of the Board
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DEANA CESARI Company Secretary
Perth, Western Australia 18 October 2007
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Advanced Nanotechnology Limited ACN: 079 845 855 108 Radium Street Welshpool WA 6106 AUSTRALIA Tel: +61 (8) 9458 0800 Fax: +61 (8) 9458 0810
EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS For the year ended 30 June 2007
Item 1. Financial Report and Reports of the Directors and Auditors
Item 1 allows members the opportunity to consider the financial report, directors’ report and auditor’s report of the Company. Under Section 317 of the Corporations Act the Company is required to lay these three reports that together comprise the Company’s annual report before its members at its AGM.
Item 2. Remuneration Report (Resolution 1)
Item 2 allows members the opportunity to vote on the Company’s remuneration report. Under Section 250R(2) of the Corporations Act the Company must put its remuneration report to the vote at the AGM. This vote is advisory only and does not bind the Directors or the Company.
Item 3. Re-election of Director (Resolution 2)
Under Listing Rule 14.4 a director must not hold office (without re-election) past the third annual general meeting following the director’s appointment or 3 years, which ever is longer.
Under Article 6.4 of the Company’s constitution one third of the Company’s Directors must retire at every AGM.
Mr. Robert Michael Alexander Mangioni, a director of the Company, retires by rotation in accordance with Listing Rule 14.4 and Article 6.4 of the Constitution of the Company and, being eligible, offers himself for re-election.
Profile
Mr. Robert Michael Alexander Mangioni BA, LLB
Robert Mangioni was appointed as a non-executive director on 4 November 2004 and is also a member of the Audit Committee.
Mr. Mangioni is a director of the Sydney based law firm Watson Mangioni Lawyers Pty Limited. Mr. Mangioni has over 20 years experience in the practise of law in Australia and London. He holds a Bachelor of Arts and a Bachelor of Laws from the University of New South Wales. He has extensive experience in commercial law including corporate governance, market regulation, takeovers and public floats.
Mr. Mangioni has not served as a director of any other listed companies over the past three years.
Item 4. Appointment of Director (Resolution 3)
Under Listing Rule 14.4, a director appointed as an addition to the board must not hold office (without re-election) past the next annual general meeting of the Company.
Mr. Bruce John Cameron, a director appointed to the Board in December 2006, retires in accordance with Listing Rule 14.4 and Article 6.2 of the Constitution of the Company and, being eligible, offers himself for re-election.
Profile
Mr. Bruce John Cameron BE (Hons), BCS, FAICD, FAIM
Bruce Cameron was appointed as a non-executive director on 18 December 2006 and is also a member of the Audit Committee. Mr Cameron was elected Chairman of the Audit Committee on 21 August 2007.
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Item 4. Appointment of Director (Resolution 3) continued
Mr. Cameron is the managing director of Camco Engineering Pty Limited, a privately owned and operated engineering, machining and fabrication business. Mr. Cameron has over 30 years experience in manufacturing and engineering and has developed specialist skills in production management, strategic planning, business process design, and information technology.
Mr. Cameron has not served as a director of any other listed companies over the past three years.
Item 5. Appointment of Director (Resolution 4)
Under Listing Rule 14.4, a director appointed as an addition to the board must not hold office (without re-election) past the next annual general meeting of the Company.
Mr. John Catherwood Young, a director appointed to the Board in October 2007, retires in accordance with Listing Rule 14.4 and Article 6.2 of the Constitution of the Company and, being eligible, offers himself for re-election.
Profile
Mr John Catherwood Young BE, MBA
John Young was appointed as a non-executive director on 5 October 2007 and is also a member of the Audit Committee.
Mr. Young has more than 18 years’ experience in private equity and corporate development activity. He is the former Director Corporate Development for Boral Limited and previously was an executive and executive director for Patrick Corporation Ltd. Mr. Young graduated a Bachelor of Engineering from Sydney University and a Master in Business Administration from Harvard University. Later, Mr. Young worked 7 years as a consultant with McKinsey & Company in Australia, the USA and Europe.
Mr. Young is currently a director of Pacific Development Capital, a pooled development fund managed by KTM Capital Pty Ltd, a specialist equity capital markets group. He also serves as honorary president of the Aeromech Engineering Foundation at the University of Sydney.
Mr. Young has not served as a director of any other listed companies over the past three years.
Item 6. Appointment of Director (Resolution 5)
Under Listing Rule 14.4, a director appointed as an addition to the board must not hold office (without re-election) past the next annual general meeting of the Company.
Mr. Thibaut Thierry Jacques Mortier, a director appointed to the Board in October 2007, retires in accordance with Listing Rule 14.4 and Article 6.2 of the Constitution of the Company and, being eligible, offers himself for reelection.
Profile
Mr Thibaut Thierry Jacques Mortier MSc (Chemical Engineering), MBA
Thibaut Mortier joined Advanced Nano in August 2006 as Vice President – Global Business Development, Sales and Marketing and was appointed as an executive director on 5 October 2007.
Mr. Mortier was previously Development Director Europe, Building Products, for CRH, a listed Irish global building materials company. Prior to joining CRH Thibaut Mortier had a six-year career with Cytec Industries, first as Manager of Corporate Development at Cytec Industries headquarters in New Jersey, USA, followed by the position of Regional Director Asia Pacific, based in Singapore.
Mr. Mortier has not served as a director of any other listed companies over the past three years.
Item 7. Issue of Options to Bruce Cameron (Resolution 6)
Listing Rule 10.11 requires the Company to obtain approval from ordinary shareholders before issuing securities (including shares and options to acquire shares) to a director or an entity controlled by a director. The purpose of Resolution 6 is to approve the grant of Options to acquire 250,000 Shares to Bruce Cameron, non-executive Director of the Company.
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Item 7. Issue of Options to Bruce Cameron (Resolution 6) continued
The Options the subject of Resolution 6 may be exercised at any time until the expiry date which is 21 February 2010. The exercise price of the Options is $0.308. No consideration is to be paid for the issue of Options and no funds will be raised by the issue of Options to Bruce Cameron.
This issue of Options is being made for the purpose of aligning Mr. Cameron’s interests with that of the Company and those of the other non-executive Directors. The Options will be granted as soon as practicable after this AGM and in any event within 1 month.
A statement of the terms of the Options is set out in Schedule 1.
Item 8. Issue of Options to John Young (Resolution 7)
Listing Rule 10.11 requires the Company to obtain approval from ordinary shareholders before issuing securities (including shares and options to acquire shares) to a director or an entity controlled by a director. The purpose of Resolution 7 is to approve the grant of Options to acquire 250,000 Shares to John Young, non-executive Director of the Company.
The Options the subject of Resolution 7 may be exercised at any time until the expiry date which is 21 February 2010. The exercise price of the Options is $0.308. No consideration is to be paid for the issue of Options and no funds will be raised by the issue of Options to John Young.
This issue of Options is being made for the purpose of aligning Mr. Young’s interests with that of the Company and those of the other non-executive Directors. The Options will be granted as soon as practicable after this AGM and in any event within 1 month.
A statement of the terms of the Options is set out in Schedule 1.
Item 9 – Approval of Advanced Nanotechnology Limited Salary Sacrifice Share Plan (Resolution 8)
In 2006, the ANO Non-Executive Directors and Senior Management Share Plan (the Plan ) was established so that non-executive Directors and Senior Managers could elect to receive all or part of their remuneration by way of fully paid Shares rather than cash.
The Directors of the Company have now resolved to amend the Plan so that the Plan is open for participation for all employees determined by the Board to be eligible. The Plan is to be re-named the Advanced Nanotechnology Limited Salary Sacrifice Share Plan. In all other material respects the terms of the Plan are unchanged.
A summary of the terms of the Plan, as amended, follows:
General
The purpose of the Plan is to allow non-executive Directors and Employees to acquire Shares in the Company as part or all of their remuneration. As such, the Plan seeks to further align the financial interests of the non-executive Directors and Employees with the interests of the Company. This acquisition of Shares is intended to be by way of the issue of Shares but may at the discretion of the Board be by way of acquisition of Shares on market.
Eligibility
Any non-executive Director or Employee may elect to participate in the Plan ( Plan Participant ). Plan Participants must nominate the percentage of their remuneration that they wish to make subject to the Plan. This percentage may be up to 100% of their remuneration.
Share Price
The price per Share, if Shares are issued by the Company, will be the volume weighted average sale price of Shares on the ASX over the 5 trading days immediately preceding (but excluding) the date of issue of the Shares or, if Shares are acquired on-market, the price at which the Shares are acquired ( Share Price ).
Number of Shares Issued or Acquired
The number of Shares that will be issued or acquired under the Plan will be determined according to the formula set out in the Plan. The formula provides that the number of Shares to be issued to each Plan Participant will be the amount of that Plan Participant’s remuneration that is subject to the Plan, divided by the Share Price, determined as set out above. In any event, the maximum number of Shares that may be issued under the Plan over the 3 years from November 2006 to Directors will not exceed 8,800,000 Shares, being approximately 5% of the aggregate of the total issued Shares as at the date of the Company’s 2006 AGM and the maximum number of Shares that may be issued under the Plan to Directors over the 3 years from November 2006.
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Item 9 – Approval of Advanced Nanotechnology Limited Salary Sacrifice Share Plan (Resolution 8) continued
The Board has resolved that all issues of Shares in lieu of remuneration will be made on the 15[th] day (or next following Business Day) of the last month in each calendar quarter (15 March, 15 June, 15 September, and 15 December) in which a Plan Participant has elected to participate in the Plan in respect of a nominated percentage of his/her remuneration.
In August 2007, certain non-executive Directors elected to receive 100% of their fees for the period 1 July 2007 to 30 June 2008 by way of an issue of Shares under the Plan. The first issue of Shares is expected to take place on Monday, 17 December 2007 (for the period 1 July 2007 to 31 December 2007).
Disposal Restrictions
Plan Participants will be prohibited from disposing of or granting an interest in the Shares until the earliest to occur of the tenth anniversary of such purchase or issue; the date the Participating Employee ceases employment with the Company; or by written consent of the Board. The Company is required to establish a holding lock over the Shares during the non-disposal period.
Administration of the Plan
The Plan is to be administered by the Board. The Board may make rules and regulations for its operation that are consistent with the rules of the Plan. Every exercise of discretion by the Board and every decision by the Board as to the interpretation, effect or application of the rules of the Plan is final, conclusive and binding.
Amendment of Rules
Subject to the Listing Rules, the Board may at any time amend any provision of the Rules but no amendment is to reduce the rights of any Plan Participant in respect of Shares acquired under the Plan before the amendment.
Termination of the Plan
The Board may resolve at any time to terminate, suspend or reinstate the operation of the Plan.
Listing Rules considerations
Listing Rule 10.11 provides that, unless one of the exceptions to this Listing Rule applies, a listed company must not issue shares to a related party without the approval of holders of ordinary shares. A director is a related party for the purposes of this Listing Rule. One of the exceptions to Listing Rule 10.11 is where the related party is a director who receives the shares under an employee incentive scheme with approval under Listing Rule 10.14.
Pursuant to Listing Rule 10.14, the Company seeks the approval of ordinary Shareholders for the acquisition of Shares by or on behalf of its non-executive Directors and its executive Director as an Employee pursuant to the Plan.
Participation in the Plan is open to all Directors of the Company. Currently, there are five non-executive Directors of the Company who are entitled to participate in the Plan: Harold Clough, David Griffiths, Robert Mangioni, Bruce Cameron and John Young, subject to approval of Resolutions 2, 3 and 4 respectively. The Company’s two executive Directors, Paul McCormick and Thibaut Mortier, subject to approval of Resolution 5, will also be entitled to participate in the Plan as an Employee.
The maximum proportion of a Plan Participant's remuneration which could be provided in the form of Shares is, subject to Shareholder approval, 100%. The number of Shares to be allocated to Plan Participants will be based on the weighted average price at which the Company's shares have traded on ASX in the 5 trading days immediately preceding (and excluding) the day of any allocation. The number of Shares which may be acquired by Directors cannot be precisely calculated, as it depends on the extent to which each such Plan Participant participates in the Plan and the price at which Shares are allocated to Plan Participants.
No persons have received securities under the Plan since the Plan was first approved at the Company's 2006 AGM.
No loan will be made available by the Company in connection with the acquisition of Shares by Directors.
If Resolution 8 is approved by Shareholders, Shares will not be issued or purchased under the Plan after 3 years from the date of the AGM the subject of this Notice without obtaining further Shareholder approval.
Details of any Shares issued under the Plan will be published in each annual report of the Company relating to a period in which Shares have been issued, and that approval for the issue of Shares was obtained under Listing Rule 10.14. Approval is sought under Listing Rule 10.14 for Mr Bruce Cameron and Mr John Young to participate in the Plan as non-executive Directors, subject to Shareholder approval of Resolutions 3 and 4. Any additional persons who become entitled to participate in the Plan after the date of the AGM the subject of this Notice will not participate therein until approval is obtained under Listing Rule 10.14.
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Item 9 – Approval of Advanced Nanotechnology Limited Salary Sacrifice Share Plan (Resolution 8) continued
Resolution 8 also seeks to exempt the issue of Shares under the Plan from the operation of Listing Rule 7.1 for a period of 3 years from the date of the AGM the subject of this Notice. Broadly speaking, Listing Rule 7.1 prevents a listed entity from issuing, or agreeing to issue, more than 15% of issued capital in any 12 month period without the prior approval of holders of ordinary shares.
However, Listing Rule 7.1 does not apply to an issue under an employee incentive scheme if, within 3 years before the date of issue, holders of ordinary securities have approved the issue of securities under the scheme as an exception to Listing Rule 7.1.
If Resolution 8 is approved by Shareholders, Shares issued under the Plan during the next 3 years will not have to be counted in determining the 15% limit under Listing Rule 7.1. This would assist the Company by providing additional fund raising flexibility.
Definitions
Advanced Nano or the Company means Advanced Nanotechnology Limited ACN 079 845 855.
AGM means the annual general meeting of the Company.
Board means the board of directors of the Company.
Constitution means the Constitution of the Company.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the directors of the Company.
Employee means any employee of the Company.
Explanatory Notes means the explanatory notes that accompany and form part of the Notice.
Listing Rules means the listing rules of the Australian Securities Exchange Limited.
Notice or Notice of Meeting means this notice of meeting.
Option means an option to acquire a Share.
Resolution means a resolution referred to in the Notice.
Share means an ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS
The terms and conditions of the Options are as follows:
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Each Option confers the right to subscribe for 1 Ordinary Share at the Exercise Price, ranking pari passu with existing issued ordinary shares in the capital of the Company.
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Each Option is exercisable at $0.308 each ( Exercise Price ).
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Each Option expires at 5.00pm on 21 February 2010 (the Expiry Date) , and will automatically lapse if not exercised before the Expiry Date.
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Options may be exercised in whole or part. The Company must allot and issue to the holder the number of Ordinary Shares which corresponds with the number of Options exercised on or before the date of the next Board meeting following the valid exercise of Options, and in any event, not later than 15 business days after the date of exercise of the Options.
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The Options or any interest or right in respect of those Options cannot be assigned. This does not prevent the exercise of the Options by the estate of a deceased holder.
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Any adjustment to the number of Options and to the exercise price under a reorganisation of the Company’s share capital must be made in accordance with the Listing Rules.
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Each Option confers the right to participate in bonus issues whereby the holders are allotted or issued such additional shares or other securities as if the holder participated in that bonus issue in respect of a holding of Ordinary Shares of a number equal to the Ordinary Shares that would have been allotted to the holder had he or she exercised those Options immediately before that bonus date. Profits or reserves, as the case may be, will be applied in paying up in full those additional shares or other securities.
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Other than in respect of a bonus issue, the Options do not entitle the holder to participate in any new issue of securities of the Company or any other company, except in the capacity as a shareholder following exercise of the Options.
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Options will not be quoted but the Company must apply for official quotation on the Australian stock exchange of the Ordinary Shares allotted and issued pursuant to the exercise of any Options, as soon as practicable after allotment and issue and in any event within 10 business days after allotment and issue.
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If a takeover bid causes or is likely to cause a change in control of the Company, the Board has the discretion to give holders an immediate right to exercise their Options. This discretion may only be exercised to ensure, where possible, that holders are able to exercise the Options within the time available to accept the takeover offer.
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If a resolution is proposed for the voluntary winding-up of the Company, every unexercised Option will be exercisable at any time between the date of the notice and the date the resolution is duly passed or defeated or the meeting concluded or adjourned indefinitely, whichever occurs first. If such resolution is duly passed all unexercised Options will immediately lapse.
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All correspondence to: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 557 010 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9323 2033 www.computershare.com
Holder Identification Number (HIN)
I/We being a member/s of Advanced Nanotechnology Limited and entitled to attend and vote hereby appoint
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 Advanced Nanotechnology Limited to be held at University Club of Western Australia (Seminar Room 1), Hackett Drive, Nedlands, Western Australia on Wednesday, 21 November 2007 at 3:00PM (WST) and at any adjournment of that meeting.
IMPORTANT: FOR ITEMS 6 TO 8 BELOW
If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on Items 6 to 8 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of those items and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Items 6 to 8 and your votes will not be counted in computing the required majority if a poll is called on these items. The Chairman of the Meeting intends to vote undirected proxies in favour of each of these items.
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For Against Abstain For Against Abstain
1 Remuneration Report 6 Issue of Options to Director -
Mr Bruce Cameron
2 Re-election of Director - 7 Issue of Options to Director -
Mr Robert Mangioni Mr John Young
3 Appointment of Director - 8 Approval of Advanced
Mr Bruce Cameron Nanotechnology Limited
Salary Sacrifice Share Plan
4 Appointment of Director -
Mr John Young
5 Appointment of Director -
Mr Thibaut Mortier
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In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the other items of business.
- 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.
In addition to signing the Proxy Form in the above box(es) please provide the information below in case we need to contact you.
A N O
1 9 P R
ANO_5_1_053890/000001/000001
How to complete the Proxy Form
1 Your Address
This is your address as it appears on the company’s Share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an ‘x’) should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.
2 Appointment of a Proxy
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. 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 securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.
3 Votes on Items of Business
You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities 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 securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, 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.
4 Appointment of a Second Proxy
You are entitled to appoint up to two 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.
To appoint a second proxy you must:
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(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities 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.
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(b) return both forms together in the same envelope.
5 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, all of the securityholders should sign.
Power of Attorney: to sign under Power of Attorney, you must have already lodged this document 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.
If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's Share registry or at www.computershare.com .
Lodgement of a Proxy
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 3:00PM (WST) on Wednesday, 21 November 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.
BY MAIL
Registered Office - 108 Radium Street Welshpool WA 6106 Share Registry - Computershare Investor Services Pty Limited, Level 2, 45 St Georges Terrace, Perth WA 6000 Australia Registered Office - 108 Radium Street Welshpool WA 6106 Share Registry - Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001 Australia 61 8 9323 2033
Documents may be lodged using the reply paid envelope or: IN PERSON
BY FAX
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Dear Shareholder
LEGISLATION CHANGE - WHAT THIS MEANS FOR YOU
The Australian Government recently introduced legislation changing the default option for receiving annual reports to be via a company's website. You will now receive timely, cost effective and greener online annual reports unless you request a printed version.
To assist us with our commitment to the environment and our focus on cost control, we further encourage you to provide your email address and receive all your shareholder communications online. Please refer to the back of this letter to make your communication selection.
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If you have any questions about this letter please contact an investor services representative on 1300 557 010.
Yours sincerely
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Deana Cesari Company Secretary
ANO_5_1_053890/000001/000003/i
ANO
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ASX Additional Information continued
3. Substantial Shareholders
The names of substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Act 2001 are:
| Name | Units | % of Issued Capital |
|---|---|---|
| University of Western Australia | 48,260,323 | 26.60% |
| Energenics Holdings Pte Ltd | 19,495,680 | 10.75% |
| Pacifc Development Capital Limited | 9,384,419 | 5.17% |
4. Voting Rights
All ordinary shares (whether fully paid or not) carry one vote per share without restriction.
5. On-Market Buy Back
There is no current on-market buy back.
6. Unquoted Equity Securities
The number of unquoted securities, number of holders, and persons currently holding more than 20% or more of the unquoted securities (excluding securities issued under the employee share plan) are as follows
| ASX Code Options over Ordinary Shares ANOA1 Exercisable at $0.40 and expiring 31 December 2007 |
Persons holding 20% or more (excluding Number of Number of securities issued under Option Holders employee share plan) 666,120 3 Hawkesbridge Limited (501,420) |
|
|---|---|---|
| ANOAO Exercisable at $0.308 and expiring 21 February 2010 | 750,000 3 N/a |
|
| ANOAQ Exercisable at $0.40 and expiring 31 December 2007 | 3,903,692 5 Keith Kerridge (1,425,000) and Vicki McGrouther (1,425,000) |
|
| ANOAS Exercisable at $0.308 and expiring 23 February 2010 | 11,895,816 18 N/a |
|
| ANOAU Exercisable at $0.20 and expiring 13 August 2011 | 2,500,000 1 N/a |
|
| ANOAU Exercisable at $0.20 and expiring 13 August 2012 | 500,000 1 N/a |
|
| ANOAW Exercisable at $0.20 and expiring 21 June 2012 | 1,000,000 1 N/a |
|
| ANOAY Exercisable at $0.20 and expiring 11 February 2011 | 200,000 1 N/a |
|
| ANOAZ Exercisable at $0.308 and expiring 30 June 2012 | 4,545,455 1 Energenics Holdings Pte Limited 25,961,083 34 |
advanced nanotechnology limited CONCISE FINANCIAL REPORT 2007 51