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AURORA LABS LIMITED Proxy Solicitation & Information Statement 2018

Mar 19, 2018

64269_rns_2018-03-19_c50b9ebc-8903-4427-b324-a94cbb969b0b.pdf

Proxy Solicitation & Information Statement

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ASX ANNOUNCEMENT

20 March 2018

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LETTER TO SHAREHOLDERS Replacement of Proxy Form

Aurora Labs Limited ( Company ) (ASX: A3D) refers to its Notice of General Meeting, Explanatory Statement and Proxy Form released to ASX on 15 March 2018 ( Notice ).

In accordance with Listing Rule 3.17, attached is a copy of a letter that has today been sent to the Company’s shareholders with a replacement proxy form.

For further information please contact:

[email protected]

ABOUT AURORA LABS

Aurora Labs Limited (“the Company”) (ASX:A3D), an industrial technology and innovation company that specialises in the development of 3D metal printers, powders, digital parts and their associated intellectual property.

Aurora Labs is listed on the Australian Securities Exchange (ASX:A3D).

To learn more about Aurora Labs please visit: www.auroralabs3d.com

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20 March 2018

Dear Shareholder,

NOTICE OF GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM REPLACEMENT OF PROXY FORM

We refer to the Notice of General Meeting, Explanatory Statement and Proxy Form dated 14 March 2018 ( Notice ) which you should have received from Aurora Labs Limited ( Company ).

Unfortunately, the Proxy Form sent with the Notice ( Original Proxy Form ) omitted to include “FOR”, “AGAINST” or “ABSTAIN” headers for the voting boxes on the form.

Accordingly, please find enclosed with this letter a Replacement Proxy Form. This Replacement Proxy Form corresponds to the resolutions set out in the Notice and, other than the inclusion of the relevant headers for the voting boxes, is the same as the Original Proxy Form sent to you.

If you have already completed and returned the Original Proxy Form, we ask that you please complete and return the Replacement Proxy Form.

The Company will disregard any Original Proxy Forms received from a shareholder if the Company also receives a completed Replacement Proxy Form from that same shareholder.

However, if the Company receives your completed Original Proxy Form but does not receive a Replacement Proxy Form from you, the Directors may still accept the Original Proxy Form provided that your voting directions are clear from the form (e.g. you have handwritten the “FOR”, “AGAINST” or “ABSTAIN”).

Please contact the Company Secretary, Mathew Whyte, on (08) 9434 1934 if you have any questions in relation to this matter.

Yours faithfully

Mathew Whyte

Non-Executive Director & Company Secretary Aurora Labs Limited

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Replacement Proxy Form

AURORA LABS LIMITED ACN 601 164 505

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

I/We ( name of Shareholder ) ………………………………………………….......………..…………......................................…................................

of ( address ) …………………………………………………………………………………………………………...........……….................................. being a Shareholder/Shareholders of Aurora Labs Limited HEREBY APPOINT: ( name )……………………………………………………………………………….............................................................…..................................... . of ( address ) ...………………………………………………………………………..................................................................................................... and/or failing him/her ( name ) …..…………….……………………………………….......................................................…......................................

of ( address ) ………………………………………………………………………………….…………...........................................................................

or, failing the person named, or if no person is named, the chair of the Meeting ( Chairperson ) as my/our proxy to act on my/our behalf at the General Meeting of Aurora Labs Limited ACN 601 164 505 ( Company ) to be held at 10.00am (WST) on Tuesday, 17 April 2018 at Room 1, Technology Park Function Centre, 2 Brodie Hall Drive, Bentley, Western Australia 6102 ( Meeting ) and at any adjournment or postponement of the Meeting.

Except where I/we have marked a voting box for a Resolution below, I/we authorise my/our proxy to vote or abstain from voting on any Resolution in their discretion.

IMPORTANT NOTES:

  • Refer to the Notice of General Meeting for important details of how to complete and return your Replacement Proxy Form.

  • Should you wish to direct your proxy how to vote, please mark FOR , AGAINST or ABSTAIN in the voting boxes below. The Company encourages you to direct your proxy to vote for or against the Resolutions or to abstain from voting on each of the Resolutions.

  • If the Chairperson is appointed your proxy, the Chairperson intends to vote all undirected proxies FOR each Resolution.

  • Completed Replacement Proxy Forms should be returned to the Company by 10.00am (WST) on Sunday, 15 April 2018 .

I/We direct my/our proxy to vote in the following manner:

For Against Abstain

Resolution 1 Ratification of issue of New Shares to Placement Participants
Resolution 2 Approval to issue New Options to Placement Participants
Resolution 3 Approval to issue New Shares and New Options under the Security
Purchase Plan and Shortfall Offer
Resolution 4 Approval to issue remaining New Shares and New Options following close
of Shortfall Offer
Resolution 5 Approval to issue New Shares and New Options under the Security
Purchase Plan and Shortfall Offer to a Director – Norman (Mel) Ashton
Resolution 6 Approval to issue New Shares and New Options under the Security
Purchase Plan to a Director – John (Nathan) Henry
Resolution 7 Approval to issue New Options to the Lead Manager – Hunter Capital
Resolution 8 Issue of Employee Options to Director under Employee Incentive Plan – Paul
Kristensen
Resolution 9 Issue of Employee Options to Director under Employee Incentive Plan –
Norman (Mel) Ashton

This Proxy is appointed to represent _____% of my voting right, or if two proxies are appointed Proxy 1 represents _____% and Proxy 2 represents _____% of my/our total votes.

My/our total voting right is __________ shares.

By:
Individuals and joint holders
Signature
Signature
Signature
Companies (affix common seal if appropriate)
Signature Director
Signature Director/Company Secretary
Signature Sole Director

Appointment of a proxy

A shareholder of the Company ( Shareholder ) entitled to attend and vote at the Meeting is entitled to appoint a proxy. The proxy may, but need not be, a Shareholder.

If you wish to appoint the Chairperson as your proxy, mark the appropriate box on the Replacement Proxy Form. If the person you wish to appoint as your proxy is someone other than the Chairperson please write the name of that person in the space provided on the Replacement Proxy Form. If you leave this section blank, or your named proxy does not attend the Meeting, the Chairperson will be your 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, you may photocopy the Replacement Proxy Form or an additional Replacement Proxy Form may be obtained by telephoning the Company on +61 8 9434 1934.

To appoint a second proxy you must, on each Replacement Proxy Form, state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Replacement Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

Corporate Shareholders

Corporate Shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of section 127 of the Corporations Act 2001 (Cth) ( Corporations Act ). Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

  • two directors of the company;

  • a director and a company secretary of the company; or

  • for a proprietary company that has a sole director who is also the sole company secretary, that director.

Votes on Resolution

You may direct your proxy how to vote by placing a mark in the ‘FOR’, ‘AGAINST’ or ‘ABSTAIN’ box opposite the resolution on the Replacement Proxy Form. All your votes will be cast in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on the resolution by inserting the percentage or number of shares you wish to vote in the appropriate boxes. If you do not mark any of the boxes next to a resolution, your proxy may vote as he or she chooses. If you mark more than one box on the resolution, your vote will be invalid.

Key Management Personnel proxies

A member of Key Management Personnel and their Closely Related Parties (as those terms are defined in the Notice of General Meeting) other than the Chairperson will not be able to vote your proxy on Resolutions 8 or 9 (Employee Options to Directors) unless you have directed them how to vote.

The Chairperson can cast votes on Resolutions 8 or 9 as your proxy if you direct him or her how to vote, or if you expressly authorise him or her to vote at his or her discretion by marking the box on the Replacement Proxy Form.

Chairperson voting of undirected proxies

At the date of the Notice of General Meeting, the Chairperson intends to vote all undirected proxies FOR the resolution to the extent permitted. In exceptional cases the Chairperson’s intentions may change subsequently and in this event, the Company will make an announcement to the market.

Lodgement of a Replacement Proxy Form

A Replacement Proxy Form (and any power of attorney or other authority under which it is signed) must be received at an address below by 10.00am (WST) on Sunday, 15 April 2018 . A Replacement Proxy Form received after that time will not be valid.

Replacement Proxy Forms should be addressed to the Company Secretary of Aurora Labs Limited and may be lodged as follows:

by hand: 2/79 Bushland Ridge, Bibra Lake, Western Australia 6163 by post: PO Box 1531, Bibra Lake DC, Western Australia 6965 by e-mail: [email protected]