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BABYLON PUMP & POWER LIMITED — AGM Information 2015
Apr 23, 2015
64557_rns_2015-04-23_4146fd5b-6119-4e9d-91b7-a90cae484d99.pdf
AGM Information
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IM
Medical
Limited ACN
009
436
908
**NOTICE
OF
GENERAL
MEETING**
A
General
Meeting
of
the
Company
will
be
held
at
Level
15,
333
Collins
Street, Melbourne.
Victoria
on
25
May
2015
at
11
am
(AEST).
This
Notice
of
General
Meeting
should
be
read
in
its
entirety.
If
Shareholders
are
in
doubt
as
to
how
they should
vote,
they
should
seek
advice
from
their
accountant,
solicitor
or
other
professional
adviser
prior
to voting.
Should
you
wish
to
discuss
any
matter
please
do
not
hesitate
to
contact
the
Company
by
telephone
on (03)
9607
8280.
1
IM
MEDICAL
LIMITED ACN
009
436
908
**NOTICE
OF
GENERAL
MEETING**
Notice
is
hereby
given
that
a
general
meeting
of
Shareholders
of
IM
Medical
Limited
( Company )
will
be held
at
Level
15,
333
Collins
Street,
Melbourne.
Victoria
on
25
May
2015
at
11
am
(AEST)
( Meeting ).
The
Explanatory
Memorandum
to
this
Notice
provides
additional
information
on
matters
to
be considered
at
the
Meeting.
The
Explanatory
Memorandum
and
the
Proxy
Form
form
part
of
this
Notice.
The
Directors
have
determined
pursuant
to
regulation
7.11.37
of
the
Corporations
Regulations
2001 (Cth)
that
the
persons
eligible
to
vote
at
the
Meeting
are
those
who
are
registered
as
Shareholders
on 23
May
2015
at
11
am
(AEST).
Terms
and
abbreviations
used
in
this
Notice
and
Explanatory
Memorandum
are
defined
in
Section
5.
AGENDA
**1. Resolution
1
–
Approval
of
convertibility
of
Convertible
Notes**
To
consider,
and
if
thought
fit,
to
pass
with
or
without
amendment,
the
following
resolution
as an
ordinary
resolution:
“That,
for
the
purpose
of
Listing
Rule
7.1,
and
all
other
purposes,
Shareholders
authorise
the Convertible
Notes
held
by
the
Convertible
Noteholders to
be
convertible
into
up
to
200,000,000 Shares
and
up
to
200,000,000
Investor
Options
( Convertible
Note
Investor
Options )
in
the manner
and on
the
terms
and
conditions
set
out
in
the
Explanatory
Memorandum."
**Voting
Exclusion**
The
Company
will
disregard
any
votes
cast
on
this
Resolution
by
the
Convertible
Noteholders and
a
person
who
might
obtain
a
benefit
(except
a
benefit
solely
in
their
capacity
as
holder
of ordinary
securities)
if
the
Resolution
is
passed,
and
any
associates
of
those
persons.
However,
the
Company
will
not
disregard
a
vote
if:
-
(a) it
is
cast
by
the
person
as
proxy
for
a
person
who
is
entitled
to
vote,
in
accordance with
directions
on
the
Proxy
Form;
or -
(b) 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
**2. Resolution
2
–
Authority
to
grant
Investor
Options
to
Prior Placement
Participants**
To
consider
and,
if
thought
fit,
to
pass
with
or
without
amendment,
the
following
resolution
as an
ordinary
resolution:
"That,
for
the
purpose
of
Listing
Rule
7.1
and
for
all
other
purposes,
Shareholders
approve
and authorise
the
Directors
to
grant
up
to
124,000,000
Investor
Options
( Prior
Placement
Investor Options )
to
the
Prior
Placement
Participants
on
the
terms
and
conditions
set
out
in
the Explanatory
Memorandum.”
**Voting
Exclusion**
The
Company
will
disregard
any
votes
cast
on
this
Resolution
by
the
Prior
Placement Participants
and
a
person
who
might
obtain
a
benefit
(except
a
benefit
solely
in
their
capacity as
holder
of
ordinary
securities)
if
the
Resolution
is
passed,
and
any
associates
of
those persons.
However,
the
Company
will
not
disregard
a
vote
if:
-
(a) it
is
cast
by
the
person
as
proxy
for
a
person
who
is
entitled
to
vote,
in
accordance with
directions
on
the
Proxy
Form;
or -
(b) it
is
cast
by
the
Chairman
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.
Dated
13
April
2015
**BY
ORDER
OF
THE
BOARD**
Richard
Wadley Company
secretary
3
IM
MEDICAL
LIMITED ACN
009
436
908
**EXPLANATORY
MEMORANDUM**
1. Introduction
This
Explanatory
Memorandum
has
been
prepared
for
the
information
of
Shareholders
in connection
with
the
business
to
be
conducted
at
the
Meeting
to
be
held
at
Level
15,
333 Collins
Street,
Melbourne.
Victoria
on
25
May
2015
at
11
am
(AEST).
This
Explanatory
Memorandum
should
be
read
in
conjunction
with
and
forms
part
of
the accompanying
Notice.
The
purpose
of
this
Explanatory
Memorandum
is
to
provide
information to
Shareholders
in
deciding
whether
or
not
to
pass
the
Resolutions
set
out
in
the
Notice.
A
Proxy
Form
is
located
at
the
end
of
the
Explanatory
Memorandum.
**2. Action
to
be
taken
by
Shareholders**
Shareholders
should
read
the
Notice
and
this
Explanatory
Memorandum
carefully
before deciding
how
to
vote
on
the
Resolutions.
2.1 Proxies
A
Proxy
Form
is
attached
to
the
Notice.
This
is
to
be
used
by
Shareholders
if
they
wish
to appoint
a
representative
(a
'proxy')
to
vote
in
their
place.
All
Shareholders
are
invited
and encouraged
to
attend
the
Meeting
or,
if
they
are
unable
to
attend
in
person,
sign
and
return the
Proxy
Form
to
the
Company
in
accordance
with
the
instructions
thereon.
Lodgment
of
a Proxy
Form
will
not
preclude
a
Shareholder
from
attending
and
voting
at
the
Meeting
in person.
Please
note
that:
-
(a) a
member
of
the
Company
entitled
to
attend
and
vote
at
the
General
Meeting
is entitled
to
appoint
a
proxy; -
(b) a
proxy
need
not
be
a
member
of
the
Company;
and -
(c) a
member
of
the
Company
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,
but
where
the
proportion
or
number
is
not
specified,
each
proxy
may exercise
half
of
the
votes.
The
enclosed
Proxy
Form
provides
further
details
on
appointing
proxies
and
lodging
Proxy Forms.
4
**3. Resolution
1
-‐
Approval
of
convertibility
of
Convertible
Notes**
3.1 General
On
23
December
2014,
the
Company
entered
into
convertible
notes
to
raise
$300,000 ( Convertible
Notes ).
The
convertibility
of
the
Convertible
Notes
is
subject
to
Shareholder approval
(Resolution
1).
In
the
event
that
Resolution
1
is
not
approved,
then
the
Convertible Notes
become
repayable
with
interest
accruing
at
a
rate
of
10%
per
annum
from
the
date
that the
Convertible
Notes
were
drawn
down
together
with
a
redemption
fee
of
20%
of
the
face value
of
the
Convertible
Notes.
Further
terms
and
conditions
of
the
Convertible
Notes
are
set out
in
Section
3.2.
Resolution
1
seeks
Shareholder
approval
under
Listing
Rule
7.1
for
the
Convertible Noteholders
to
convert
the
Convertible
Notes
into
Shares
together
with
one
free
attaching Investor
Option
for
every
Share
issued
on
conversion
of
the
Convertible
Notes.
Listing
Rule
7.1
provides
that
a
company
must
not
(subject
to
specified
exceptions),
without the
approval
of
shareholders,
issue
or
agree
to
issue
during
any
12
month
period
any
equity securities,
or
other
securities
with
rights
to
conversion
to
equity
(such
as
an
option),
if
the number
of
those
securities
exceeds
15%
of
the
number
of
fully
paid
ordinary
securities
on issue
at
the
commencement
of
that
12
month
period.
Given
the
Shares
and
Convertible
Note
Investor
Options
to
be
issued
on
conversion
of
the Convertible
Notes
will
exceed
the
Company’s
15%
threshold
and
none
of
the
exceptions contained
in
Listing
Rule
7.2
apply,
Shareholder
approval
is
required
in
accordance
with
Listing Rule
7.1.
Resolution
1
is
an
ordinary
resolution.
**3.2 Terms
of
the
Convertible
Notes**
The
key
terms
of
the
Convertible
Note
are:
-
(a) Face
Value:
Aggregate
face
value
of
$300,000
which
has
been
drawn
down
by
the Company. -
(b) Interest
rate: -
(i) No
interest
if
Resolution
1
is
approved. -
(ii) If
Resolution
1
is
not
approved
then
interest
will
accrue
at
10%
per
annum from
the
date
that
the
Convertible
Notes
were
drawn
down. -
(iii) If
an
event
of
default
under
the
terms
of
the
Convertible
Notes
occurs
then interest
will
accrue
at
15%
per
annum
from
the
date
that
the
Convertible Notes
were
drawn
down. -
(c) Redemption
Fee:
A
redemption
fee
of
20%
of
the
face
value
of
the
Convertible
Notes will
be
payable
if
Resolution
1
is
not
approved. -
(d) No
Security:
The
Convertible
Notes
are
not
secured. -
(e) Conversion
Price:
$0.0015
per
Share
with
one
free
attaching
Investor
Option
for each
Share
issued.
5
- (f) Conversion:
Conversion
of
the
Convertible
Notes
is
subject
to
approval
of
Resolution 1.
Conversion
will
occur
as
soon
as
reasonably
practicable
following
approval
of Resolution
1
and
in
any
event
no
later
than
five
business
days
following
the
date Shareholders
approve
Resolution -
(g) Repayment:
-
(i) If
Resolution
1
is
not
approved
the
Convertible
Notes
will
become
due
and payable
on
31
May
2015,
together
with
interest
as
noted
in
Section 3.2(b)(ii). -
(ii) The
Convertible
Notes
will
immediately
become
due
and
payable,
together with
interest
as
noted
in
Section
3.2(b)(iii),
if
an
event
of
default
occurs which
is
capable
of
remedy
but
the
Company
does
not
remedy
the
default within
seven
days
of
notice
of
the
event
of
default
( Default
Notice )
being given
to
the
Company
or
upon
the
Default
Notice
being
given
to
the Company
if
the
event
of
default
is
not
capable
of
remedy.
**3.3 Specific
information
required
by
Listing
Rule
7.3**
The
following
information
is
provided
for
the
purposes
of
Listing
Rule
7.3:
-
(a) The
Convertible
Notes
are
held,
and
will
be
convertible,
by
the
Convertible Noteholders. -
(b) 21
Convertible
Notes
have
been
issued
to
the
Convertible
Noteholders
which
will
be convertible
into
a
maximum
of
200,000,000
Shares
and
200,000,000
Investor
Options (granted
as
free
attaching
Options
on
the
basis
of
one
Option
for
every
Share
issued) on
conversion
of
the
Convertible
Notes.
If
approved
by
Shareholders,
the Convertible
Notes
will
become
an
equity
security
for
the
purpose
of
the
Listing
Rules at
the
time
of
the
approval
being
obtained.
The
aggregate
issue
price
of
the Convertible
Notes
is
$300,000. -
(c) The
amount
drawn
down
by
the
Company
pursuant
to
the
Convertible
Notes ($300,000)
will
be
convertible
into
Shares
at
$0.0015
per
Share. -
(d) The
Shares
issued
on
conversion
of
the
Convertible
Notes
will
comprise
fully
paid ordinary
shares
of
the
Company
ranking
equally
with
all
other
fully
paid
ordinary shares
of
the
Company. -
(e) The
Convertible
Note
Investor
Options
granted
on
conversion
of
the
Convertible Notes
will
each
be
exercisable
at
$0.002
on
or
before
31
March
2020
and
otherwise have
the
further
terms
and
conditions
in
Schedule -
(f) The
Convertible
Notes
will
be
converted
as
soon
as
reasonably
practicable
following approval
of
Resolution
1
and
in
any
event
no
later
than
five
business
days
following approval
of
Resolution -
Further
terms
and
conditions
of
the
Convertible
Notes
are set
out
in
Section
3.2. -
(g) A
voting
exclusion
statement
is
included
in
the
Notice. -
(h) The
funds
raised
from
the
issue
of
the
Convertible
Notes
will
be
used
for
working capital
purposes.
6
**4. Resolution
2
–
Authority
to
grant
Investor
Options
to
the
Prior Placement
Participants**
4.1 General
On
24
December
2013,
the
Company
issued
a
total
of
124,000,000
Shares
at
an
issue
price
of $0.002
each
pursuant
to
the
participants
in
the
Prior
Placement
to
raise
$248,000
(before costs)
( Prior
Placement ).
The
funds
raised
from
the
Prior
Placement
were
used
for
working capital
purposes.
As
part
of
the
Prior
Placement,
the
Company
agreed,
subject
to
Shareholder
approval,
to
grant 124,000,000
Investor
Options
to
the
participants
in
the
Prior
Placement
as
free
attaching Options
on
the
basis
of
one
Investor
Option
for
every
two
Shares
issued
under
the
Prior Placement.
Resolution
2
seeks
Shareholder
approval
pursuant
to
Listing
Rule
7.1
for
the
grant
of
the
Prior Placement
Investor
Options.
Given
the
grant
of
the
Investor
Options
would
result
in
the
Company
exceeding
the
15% threshold
set
out
in
Listing
Rule
7.1
and
none
of
the
exceptions
contained
in
Listing
Rule
7.2 apply,
Shareholder
approval
is
required
under
Listing
Rule
7.1.
Refer
to
Section
3.1
for
a summary
of
Listing
Rule
7.1.
Resolution
2
is
an
ordinary
resolution.
**4.2 Specific
information
required
by
Listing
Rule
7.3**
The
following
information
is
provided
for
the
purposes
of
Listing
Rule
7.3:
-
(a) The
maximum
number
of
Investor
Options
that
the
Company
may
grant
to
the participants
in
the
Prior
Placement
is
124,000,000
Investor
Options. -
(b) The
Prior
Placement
Investor
Options
will
be
granted
as
soon
as
reasonably practicable
and
no
later
than
three
months
after
the
date
of
the
Meeting
(or
such later
date
to
the
extent
permitted
by
an
ASX
waiver
or
modification
of
the
Listing Rules). -
(c) The
Prior
Placement
Investor
Options
will
be
granted
as
free
attaching
Options
on
the basis
of
one
Option
for
every
one
Share
issued
pursuant
to
the
Prior
Placement. Accordingly,
no
funds
will
be
raised
from
the
grant
of
the
Prior
Placement
Investor Options. -
(d) The
Prior
Placement
Investor
Options
will
be
granted
to
the
Prior
Placement Participants
who
were
sophisticated
and
professional
investors
introduced
by Patersons.
None
of
the
Prior
Placement
Participants
are
related
parties
of
the Company -
(e) The
Investor
Options
will
each
be
exercisable
at
$0.002
on
or
before
31
March
2020 and
otherwise
have
the
further
terms
and
conditions
in
Schedule -
(f) The
grant
of
the
Prior
Placement
Investor
Options
may
occur
progressively. -
(g) A
voting
exclusion
statement
is
included
in
the
Notice.
7
5. Definitions
In
this
Notice,
Explanatory
Memorandum
and
Proxy
Form:
$ means
Australian
Dollars.
AEST means
Australian
Eastern
Standard
Time,
being
the
time
in
Melbourne,
Victoria.
Article means
an
article
of
the
Constitution.
ASIC means
Australian
Securities
and
Investments
Commission.
Associate has
the
meaning
given
in
section
318
of
the Income
Tax
Assessment
Act
2036 .
ASX means
ASX
Limited
(ACN
008
624
691)
and,
where
the
context
permits,
the
Australian Securities
Exchange
operated
by
ASX.
Board means
the
board
of
Directors.
Company means
IM
Medical
Limited
ACN
009
436
908.
Constitution means
the
current
constitution
of
the
Company.
Convertible
Notes has
the
meaning
given
in
Section
3.1.
Convertible
Noteholders means
the
sophisticated
and
professional
investors
who
hold
of
the Convertible
Notes.
Convertible
Note
Investor
Options has
the
meaning
given
in
Resolution
1.
Corporations
Act means
the
Corporations
Act
2001
(Cth).
Director means
a
director
of
the
Company.
Explanatory
Memorandum means
the
explanatory
memorandum
attached
to
the
Notice.
Investor
Option means
an
Option
exercisable
at
$0.002
on
or
before
31
March
2020
and otherwise
with
the
terms
and
conditions
in
Schedule
1.
Listing
Rules means
the
listing
rules
of
ASX.
Meeting has
the
meaning
in
the
introductory
paragraph
of
the
Notice.
Notice means
this
notice
of
meeting.
Option means
an
option
to
acquire
a
Share.
Patersons means
Patersons
Securities
Limited.
Prior
Placement has
the
meaning
given
in
Section
4.1.
Prior
Placement
Investor
Options has
the
meaning
given
in
Resolution
2.
Prior
Placement
Participants means
the
sophisticated
and
professional
investors
introduced by
Patersons
who
participated
in
the
Prior
Placement.
8
Prospectus means
the
prospectus,
to
be
issued
by
the
Company,
for
the
Capital
Raising.
Proxy
Form means
the
proxy
form
attached
to
the
Notice.
Resolution means
a
resolution
contained
in
this
Notice.
Schedule means
a
schedule
to
this
Notice. Section means
a
section
contained
in
this
Explanatory
Memorandum.
Securities means
Shares
and/or
Options.
Share means
a
fully
paid
ordinary
share
in
the
capital
of
the
Company.
Shareholder means
a
shareholder
of
the
Company.
In
this
Notice,
words
importing
the
singular
include
the
plural
and
vice
versa.
9
**Schedule
1 -‐
Terms
and
Conditions
of
Investor
Options**
1.
- Entitlement
Each
Investor
Option
( Option )
entitles
the
holder
to
subscribe
for
one
Share
upon
exercise
of the
Option.
-
Exercise
Price
and
Expiry
Date
The
Options
have
an
exercise
price
of
$0.002
( Exercise
Price )
and
an
expiry
date
of
31
March 2020
( Expiry
Date ).
-
Exercise
Period
The
Options
are
exercisable
at
any
time
on
or
prior
to
the
Expiry
Date.
-
Notice
of
Exercise
The
Options
may
be
exercised
by
notice
in
writing
to
the
Company
( Notice
of
Exercise )
and payment
of
the
Exercise
Price
for
each
Option
being
exercised.
Any
Notice
of
Exercise
of
an Option
received
by
the
Company
will
be
deemed
to
be
a
notice
of
the
exercise
of
that
Option as
at
the
date
of
receipt.
-
Shares
issued
on
exercise
Shares
issued
on
exercise
of
the
Options
will
rank
equally
with
the
then
shares
of
the Company.
-
Quotation
of
Shares
on
exercise
Application
will
be
made
by
the
Company
to
ASX
for
quotation
of
the
Shares
issued
upon
the exercise
of
the
Options.
-
Timing
of
issue
of
Shares
After
an
Option
is
validly
exercised,
the
Company
must,
within,
15
Business
Days
of
the
notice of
exercise
and
receipt
of
cleared
funds
equal
to
the
sum
payable
on
the
exercise
of
the Option:
-
(a) issue
the
Share;
and -
(b) do
all
such
acts,
matters
and
things
to
obtain
the
grant
of
official
quotation
of
the Share
on
ASX
no
later
than
5
Business
Days
after
issuing
the
Shares. -
Participation
in
new
issues
There
are
no
participation
rights
or
entitlements
inherent
in
the
Options
and
holders
will
not be
entitled
to
participate
in
new
issues
of
capital
offered
to
Shareholders
during
the
currency of
the
Options.
Adjustment
for
bonus
issues
of
Shares
If
the
Company
makes
a
bonus
issue
of
Shares
or
other
securities
to
existing
Shareholders (other
than
an
issue
in
lieu
or
in
satisfaction
of
dividends
or
by
way
of
dividend
reinvestment):
10
-
(a) the
number
of
Shares
which
must
be
issued
on
the
exercise
of
an
Option
will
be increased
by
the
number
of
Shares
which
the
Optionholder
would
have
received
if the
Optionholder
had
exercised
the
Option
before
the
record
date
for
the
bonus issue;
and -
(b) no
change
will
be
made
to
the
Exercise
Price.
10. Adjustment
for
entitlement
issue
If
the
Company
makes
an
issue
of
Shares
pro
rata
to
existing
Shareholders
(other
than
an
issue in
lieu
or
in
satisfaction
of
dividends
or
by
way
of
dividend
reinvestment)
the
Exercise
Price
of an
Option
will
be
reduced
according
to
the
following
formula:
New
exercise
price
=
O
-‐ E[P-‐(S+D)]
N+1
O
= the
old
Exercise
Price
of
the
Option.
E
= the
number
of
underlying
Shares
into
which
one
Option
is
exercisable.
P
= average
market
price
per
Share
weighted
by
reference
to
volume
of
the
underlying Shares
during
the
5
trading
days
ending
on
the
day
before
the
ex
rights
date
or
ex
entitlements date.
S
=
the
subscription
price
of
a
Share
under
the
pro
rata
issue.
D
= the
dividend
due
but
not
yet
paid
on
the
existing
underlying
Shares
(except
those
to be
issued
under
the
pro
rata
issue).
N
= the
number
of
Shares
with
rights
or
entitlements
that
must
be
held
to
receive
a
right to
one
Share.
11.
- Adjustments
for
reorganisation
If
there
is
any
reconstruction
of
the
issued
share
capital
of
the
Company,
the
rights
of
the Optionholders
may
be
varied
to
comply
with
the
Listing
Rules
which
apply
to
the reconstruction
at
the
time
of
the
reconstruction.
- Quotation
of
Options
The
Options
will
be
listed
Options.
13.
- Options
transferable
The
Options
are
freely
transferable.
14. Lodgement
Instructions
Cheques
shall
be
in
Australian
currency
made
payable
to
the
Company
and
crossed
"Not Negotiable".
The
application
for
shares
on
exercise
of
the
Options
with
the
appropriate remittance
should
be
lodged
at
the
Company's
share
registry.
11
IM MEDICAL LTD
REGISTERED OFFICE:
ACN: 009 436 908
LEVEL 40 140 WILLIAM STREET MELBOURNE VIC 3000
SHARE REGISTRY:
Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: [email protected] W: www.securitytransfer.com.au
«HOLDER_NAME» T: +61 8 9315 2333 F: +61 8 9315 2233 «ADDRESS_LINE_1» E: [email protected] W: www.securitytransfer.com.au «ADDRESS_LINE_2» «ADDRESS_LINE_3» «ADDRESS_LINE_4» «ADDRESS_LINE_5» Code: IMI Holder Number: «HOLDER_NUM
PROXY FORM
THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.
VOTE Lodge your proxy vote securely at www.securitytransfer.com.au «ONLINE 1. Log into the Investor Centre using your holding details. ONLINE 2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area.
SECTION A: Appointment of Proxy
I/We, the above named, being registered shareholders of the Company and entitled to attend and vote at the meeting hereby appoint:
The meeting chairperson OR
==> picture [337 x 31] intentionally omitted <==
or failing the person named, or if no person is named, the Chairperson of the meeting or the Chairperson’s nominee, 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 and subject to relevant laws, as the Proxy sees fit) at the General Meeting of the Company to be held at
11:00am AEST on Monday 25 May 2015 at Level 15, 333 Collins Street, Melbourne VIC and at any adjournment or postponement of that meeting.
SECTION B: Voting Directions
Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
RESOLUTION For Against Abstain*
-
Approval of convertibility of Convertible Notes
-
Authority to grant Investor Options
If two proxies are appointed, the proportion of voting rights that this proxy represents is [ ] % of the Shareholder's votes. (An additional Proxy Form will be supplied, on request).
If no directions are given my proxy may vote as the proxy thinks fit or may abstain. * 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.
SECTION C: Signature of Security Holder(s)
This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Individual or Security Holder Security Holder 2 Security Holder 3 Sole Director & Sole Company Secretary Director Director/Company Secretary
Proxies must be received by Security Transfer Registrars Pty Ltd no later than 11:00am AEST on Saturday 23 May 2015.
- IMIPX1200515
1
1
IMI
IMIPX1220515
+
My/Our contact details in case of enquiries are: Name:
Number: ( )
1. NAME AND ADDRESS
This is the name and address on the Share Register of the Company. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.
2. APPOINTMENT OF A PROXY
If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a shareholder of the Company.
3. DIRECTING YOUR PROXY HOW TO VOTE
To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.
4. APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two (2) 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 contacting the Company's share registry or you may photocopy this form.
5. SIGNING INSTRUCTIONS
Individual: where the holding is in one name, the Shareholder must sign. Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.
Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share 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 2201) does not have a Company Secretary, a Sole Di22ctor may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.
If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.
6. LODGEMENT OF PROXY
Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than the date and time stated on the form overleaf. Any Proxy form received after that time will not be valid for the scheduled meeting.
To appoint a second Proxy you must:
a) On each of the Proxy forms, 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 of your votes; and
- b) Return both forms in the same envelope.
The proxy form does not need to be returned to the share registry if the votes have been lodged online.
Security Transfer Registrars Pty Ltd
Online www.securitytransfer.com.au
Postal Address PO BOX 535 Applecross WA 6953 AUSTRALIA Street Address Alexandrea House Suite 1, 770 Canning Highway Applecross WA 6153 AUSTRALIA Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email [email protected]
PRIVACY STATEMENT
Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.