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ALEXIUM INTERNATIONAL GROUP LIMITED — Proxy Solicitation & Information Statement 2012
Apr 15, 2012
64351_rns_2012-04-15_093bf380-cffa-4e04-88df-e3e004688e1c.pdf
Proxy Solicitation & Information Statement
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ALEXIUM INTERNATIONAL GROUP LIMITED ACN 064 820 408
NOTICE OF GENERAL MEETING
TIME : 10.00am
DATE : 3 May 2012
PLACE : Suite 7, Norfolk House, 85 Forrest Street, Cottesloe, Western Australia
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 6162 1358.
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CONTENTS PAGE
| Business of the Meeting (setting out the proposed resolutions) | 3 |
|---|---|
| Explanatory Statement (explaining the proposed resolutions) | 5 |
| Glossary | 10 |
| Schedule 1 – Terms and Conditions of Options | 11 |
| Proxy Form |
IMPORTANT INFORMATION
TIME AND PLACE OF MEETING
Notice is given that the general meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00 am on 3 May 2012 at:
Suite 7, Norfolk House, 85 Forrest Street, Cottesloe, Western Australia
YOUR VOTE IS IMPORTANT
The business of the General Meeting affects your shareholding and your vote is important.
VOTING ELIGIBILITY
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 5:00pm (WST) on1 May 2012.
VOTING IN PERSON
To vote in person, attend the General Meeting at the time, date and place set out above.
VOTING BY PROXY
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, members are advised that:
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each member has a right to appoint a proxy;
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the proxy need not be a member of the Company; and
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a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies
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should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:
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if proxy holders vote, they must cast all directed proxies as directed; and
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any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Further details on these changes is set out below.
Proxy vote if appointment specifies way to vote
Section 250BB(1) 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 :
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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); and
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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; and
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if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
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if the proxy is not the chair – 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-chair proxy to chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
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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; and
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the appointed proxy is not the chair of the meeting; and
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at the meeting, a poll is duly demanded on the resolution; and
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either of the following applies:
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the proxy is not recorded as attending the meeting;
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the proxy does not vote on the resolution,
the chair of the meeting 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.
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BUSINESS OF THE MEETING
AGENDA
1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES TO CLIENTS OF BAKER YOUNG STOCKBROKERS LIMITED
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 15,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF OPTIONS TO CLIENTS OF BAKER YOUNG STOCKBROKERS LIMITED
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 5,000,000 Options on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
3. RESOLUTION 3 – ISSUE OF SHARES TO GAVIN REZOS
To consider and, if thought fit, to pass the following resolution as an ordinary resolution :
“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 1,204,189 Shares to Gavin Rezos (or his nominee) on the terms and conditions set out in the Explanatory Statement.”
ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Gavin Rezos (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
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(a) the proxy is either:
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(i) a member of the Key Management Personnel; or
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(ii) a Closely Related Party of such a member; and
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(b) the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
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(c) the proxy is the Chair of the Meeting; and
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(d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
DATED: 4 APRIL 2012
BY ORDER OF THE BOARD
NICHOLAS CLARK COMPANY SECRETARY
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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.
1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES TO CLIENTS OF BAKER YOUNG STOCKBROKERS LIMITED
1.1 General
On 22 February 2012 the Company announced to ASX that it had completed a placement of 15,000,000 Shares at an issue price of $0.08 per Share to raise $1,200,000 with an attaching 1 for 3 Option to sophisticated and institutional clients of Baker Young Stockbrokers Limited ( Placement ). The Shares were subsequently issued on 29 February 2012.
Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.
By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.
1.2 Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:
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(a) 15,000,000 Shares were allotted;
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(b) the issue price was $0.08 per Share;
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(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
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(d) the Shares were allotted and issued to a number of clients of Baker Young Stockbrokers Limited. None of these subscribers are related parties of the Company; and
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(e) the funds raised from this issue were used towards expanding the Company’s Fire Retardant Nylon technology through demonstrations for various parties at its facility in South Carolina, entering into certification testing for military and commercial customers and expanding the technology into other high margin product areas, and general working capital.
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2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF OPTIONS TO CLIENTS OF BAKER YOUNG STOCKBROKERS LIMITED
2.1 General
As referred to in Section 1.1 above, on 29 February 2012 the Company issued 5,000,000 Options, which were issued on a 1 for 3 basis with the Shares the subject of the Placement.
Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those free-attaching Options ( Ratification ).
A summary of ASX Listing Rules 7.1 and 7.4 is set out in Section 1.1 above.
By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.
2.2 Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:
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(a) 5,000,000 Options were allotted;
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(b) the issue price of the Options was nil as they were issued to subscribers under the Placement on the basis of one Option for every three Shares subscribed for;
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(c) the Options were be issued on the terms and conditions set out in Schedule 1;
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(d) the Options were allotted and issued to the subscribers under the Placement, being clients of Baker Young Stockbrokers Limited. None of these subscribers are related parties of the Company; and
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(e) no funds raised from this issue as the Options were issued free-attaching with the Shares the subject of Resolution 1.
3. RESOLUTION 3 – ISSUE OF SHARES TO RELATED PARTY GAVIN REZOS
3.1 General
The Company has agreed, subject to obtaining Shareholder approval, to allot and issue a total of 1,204,819 Shares ( Related Party Shares ) to Mr Gavin Rezos ( Related Party ) on the terms and conditions set out below. The Related Party Shares are being issued to Gavin Rezos in lieu of his executive salary (totalling $100,000) for acting as Executive Chairman of the Company.
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:
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(a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and
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(b) give the benefit within 15 months following such approval,
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unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.
The grant of the Related Party Shares constitutes giving a financial benefit and Gavin Rezos is a related party of the Company by virtue of being a Director.
In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.
It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Related Party Shares to the Related Party.
3.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)
Pursuant to and in accordance with the requirements of Section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Related Party Shares:
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(a) the related party is Gavin Rezos and he is a related party by virtue of being a Director;
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(b) the maximum number of Related Party Shares (being the nature of the financial benefit being provided) to be granted to the Related Party is 1,204,819 Shares;
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(c) the Related Party Shares will be granted to the Related Party no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Related Party Shares will be issued on one date;
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(d) the Related Party Shares will be granted for nil cash consideration, as they are being issued in lieu of a $100,000 cash payment for the Related Party’s director’s fees, accordingly no funds will be raised;
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(e) the value of the Related Party Shares is $100,000. The value of the Related Party Shares has been determined by dividing $100,000 by the 30-day volume-weighted average price ( VWAP ) of the Shares currently on issue ($0.083), giving a total of 1,204,819 Shares;
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(f) the relevant interests of the Related Party in securities of the Company is set out below:
| set out below: | |||
|---|---|---|---|
| Related Party | Shares | Options | Performance Shares |
| Gavin Rezos | 12,535,957 | 7,150,0001 | 2,500,0002 |
1 2,650,000 Options exercisable at $0.10 each on or before 31 December 2012. 2,500,000 Options exercisable at $0.30 each on or before 31 December 2014. 2,000,000 Options exercisable at $0.15 on or before 31 December 2015.
- 2 1,250,000 Class A Performance Shares (restricted) (unlisted) and 1,250,000 Class B Performance Shares (restricted) (unlisted).
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- (g) the remuneration and emoluments from the Company to the Related Party for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:
| Related Party | Current Financial Year |
Previous Financial Year |
|---|---|---|
| Gavin Rezos | 45,0001 | $73,205 |
1 On 13 March 2012, Gavin Rezos became Executive Chairman of the Company and as such his remuneration changed. Mr Rezos will retain his Directors Fee of $60,000 per annum as Chairman but will not be paid any executive salary for the current financial year and will instead be remunerated with 1,204,819 Shares (with a value of $100,000) if this Resolution is passed.
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(h) If Resolution 3 is passed, a total of 1,204,819 Shares will be allotted and issued. This will increase the number of Shares on issue from 103,326,259 to 104,531,078 (assuming that no Options are exercised) with the effect that the shareholding of existing Shareholders would be diluted by 1.15%.
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(i) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:
| Price | Date | |
|---|---|---|
| Highest | 14 cents | 29 March 2011 |
| Lowest | 6 cents | 10 August 2011, 9 December 2011 and 12 December 2011 |
| Last | 9.2 cents | 26 March 2012 |
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(j) the primary purpose of the grant of the Related Party Shares to the Related Party is payment, in lieu of cash, of the Related Party’s salary as Executive Chairman of the Company. If Resolution 3 is not approved by Shareholders, the Company will still need to pay the Related Party his Director’s fees and executive salary, but will instead pay his executive salary in cash;
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(k) Gavin Rezos declines to make a recommendation to Shareholders in relation to Resolution 3 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Related Party Shares in the Company should Resolution 3 be passed.;
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(l) Stefan Susta recommends that Shareholders vote in favour of Resolution 3:
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(i) the grant of the Related Party Shares is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Party; and
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(ii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Related Party Shares upon the terms proposed;
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(m) Craig Smith-Gander recommends that Shareholders vote in favour of Resolution 3 for the reasons set out in subparagraphs (l)(i) and l(ii);
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(n) in forming their recommendations, each Director considered the experience of the Related Party and the current market price of Shares, the current market practices when determining the number of Related Party Shares to be granted; and
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(o) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 3.
Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Related Party Shares to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Related Party Shares to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.
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GLOSSARY
$ means Australian dollars.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited.
ASX Listing Rules means the Listing Rules of ASX.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Company means Alexium International Group Limited (ACN 064 820 408).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Explanatory Statement means the explanatory statement accompanying the Notice.
General Meeting or Meeting means the meeting convened by the Notice.
Notice or Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.
Option means an option to acquire a Share.
Optionholder means a holder of an Option.
Proxy Form means the proxy form accompanying the Notice.
Related Party Share means a Share granted pursuant to Resolution 3.
Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
WST means Western Standard Time as observed in Perth, Western Australia.
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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS
The Options entitle the holder to subscribe for Shares on the following terms and conditions:
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(a) Each Option gives the Optionholder the right to subscribe for one Share.
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(b) Each Option will expire at 5.00pm (WST) on that date which is 18 months from the date on which the Options were issued ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
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(c) Subject to paragraph (k), the amount payable upon exercise of each Option will be $0.125 ( Exercise Price ).
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(d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.
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(e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:
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(i) a written notice of exercise of Options specifying the number of Options being exercised; and
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(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;
( Exercise Notice ).
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(f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
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(g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
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(h) The Options are not transferable except with the prior written consent of the board of directors of the Company.
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(i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
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(j) The Company will not apply for quotation of the Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.
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(k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
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(l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.
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- (m) An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.
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PROXY FORM
APPOINTMENT OF PROXY ALEXIUM INTERNATIONAL GROUP LIMITED ACN 064 820 408
GENERAL MEETING
I/We of
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being a member of Alexium International Group Limited entitled to attend and vote at the General Meeting, hereby
Appoint
Name of proxy
OR the Chair of the General Meeting as your proxy
or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the General Meeting to be held at 10am (WST), on 3 May 2012 at Suite 7, Norfolk House, 85 Forrest Street, Cottesloe, WA, 6011, and at any adjournment thereof.
If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolution 3 please place a mark in this box.
By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of Resolution 3 and that votes cast by the Chair of the General Meeting for Resolution 3 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolution 3 and your votes will not be counted in calculating the required majority if a poll is called on Resolution 3.
If no directions are given, the Chair will vote in favour of all the Resolutions in which the Chair is entitled to vote undirected proxies.
OR
Voting on Business of the General Meeting
FOR AGAINST ABSTAIN
Resolution 1 – Ratification of Prior IssueShares to Clients of Baker Young Stockbrokers Limited Resolution 2 – Ratification of Prior IssueOptions to Clients of Baker Young Stockbrokers Limited Resolution 3 – Issue of Shares to Gavin Rezos
Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.
If two proxies are being appointed, the proportion of voting rights this proxy represents is % Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Director Director/Company Secretary Secretary
Contact Name: _____ Contact Ph (daytime): _________
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ALEXIUM INTERNATIONAL GROUP LIMITED ACN 064 820 408
Instructions for Completing ‘Appointment of Proxy’ Form
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( Appointing a Proxy ): A member entitled to attend and cast a vote at a General Meeting is entitled to appoint a proxy to attend and vote on their behalf at the meeting. If the member is entitled to cast 2 or more votes at the meeting, the member may appoint a second proxy to attend and vote on their behalf at the meeting. However, where both proxies attend the meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A member who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a member appoints 2 proxies and the appointments do not specify the proportion or number of the member’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a member of the Company.
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( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.
( Signing Instructions ):
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( Individual ): Where the holding is in one name, the member must sign.
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( Joint Holding ): Where the holding is in more than one name, all of the members should sign.
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( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.
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( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.
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( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.
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( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
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(a) post to Alexium International Group Limited, PO Box 512, Cottesloe WA 6911; or
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(b) facsimile to the Company on facsimile number +61 8 6314 1623,
so that it is received not less than 48 hours prior to commencement of the Meeting. Proxy forms received later than this time will be invalid.
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