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CONNEXION MOBILITY LTD — AGM Information 2008
Nov 2, 2008
64739_rns_2008-11-02_da66481e-2d66-4ec6-a441-b11a69a46d94.pdf
AGM Information
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ECSI Limited ABN 68 004 240 313
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF ECSI LIMITED WILL BE HELD AT THE DICKSON ROOM, HOLIDAY INN, 63 HARBOUR STREET, SYDNEY NSW 2000 ON 28 NOVEMBER 2008 AT 12:00 P.M.
ORDINARY BUSINESS
Agenda
Financial Statements
To consider the Annual Financial Report, Directors’ Report and Auditor’s Report of the company for the year ended 30 June 2008.
1. Resolution 1: Adoption of the Remuneration Report
To consider and, if thought fit, pass the following resolution as a non-binding resolution:
“To adopt the Remuneration Report for the financial year ended 30 June 2008”
This vote is advisory only and does not bind the Directors of the Company. However the Board will take the outcome into consideration when reviewing the remuneration practices and policies of the Company.
The Chairman of the meeting intends to vote undirected proxies in favour of the adoption of the Remuneration Report.
2.
Resolution 2: Election of Director
To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That Dr Xu (Ben) Huang, a director retiring in accordance with the Company’s constitution, be re-elected as a director of the Company.”
Voting Exclusion statement
The company will disregard any votes cast on this resolution by:
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An person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and
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An associate of those persons
However, the Company need not disregard a vote if:
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It is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
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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.
By Order of the Board
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Robert Lees Company Secretary 28 October 2008
ECSI Limited ABN 68 004 240 313
Admission to Meeting
Corporate representatives are required to bring appropriate evidence of appointment as a representative in accordance with the constitution of the company. Attorneys are requested to bring the original or a certified copy of the power of attorney pursuant to which they were appointed. Profit of identity will also be required for corporate representatives and attorneys.
Proxies
In accordance with section 249L of the Corporations Act 2001, shareholders are advised that:
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Each shareholder has a right to appoint one or two proxies;
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A proxy need not be a shareholder of the Company;
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Where a shareholder is entitled to cast two or more votes, the member may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise;
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If a shareholder appoints two proxies, and the appointment does not specify the proportion or number of the shareholder’s votes, each proxy may exercise half of the votes; and
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If a shareholder appoints two proxies, neither proxy may vote on a show of hands. In accordance with section 250BA of the Corporations Act 2001, the Company specifies the following information for the purposes of receipt of proxy appointments.
A proxy is not entitled to vote unless the instrument appointing the proxy and the power of attorney or other authority (if any) under which it is signed is deposited at the registered office of the Company, details of which are below.
Registered Office: Level 2, 145 Flinders Lane Melbourne Vic 3000 Postal Address: Level 2, 145 Flinders Lane Melbourne Vic 3000
A Proxy must be received not less than 48 hours prior to the time of the meeting.
If a shareholder is a company it must execute under its common seal or otherwise in accordance with its constitution.
Date for determining holder of shares
For the purpose of regulation 7.11.37 of the Corporations Act 2001, the Directors have set the close of business (7:00 pm Sydney time) on the day that is immediately prior to the meeting date, as the date to determine who is the holder of the shares in the Company for the purpose of the General Meeting.
ECSI Limited
ABN 68 004 240 313
Explanatory Memorandum for Shareholders
Agenda item 1: Financial Statements
In accordance with section 317 of the Corporations Act 2001, the Annual Financial Report, Directors report and Auditor’s Report of ECSI Limited (‘the Company’) will be laid before the meeting. Once received and considered, the Chairman will give shareholders a reasonable opportunity to ask questions about or comment on the management and audit of the company. The Annual Financial Statements are available on the ASX web site, on www.ecsilimited.com.au or if a hard copy is required please contact the registered office address given in this notice.
There is no requirement for a formal resolution on this item.
Agenda item 2: Resolution 1: Adoption of the Remuneration Report
The vote on this item is advisory only and does not bind the Directors of the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.
The Chairman of the meeting intends to vote undirected proxies in favour of the adoption of the Remuneration Report.
The Remuneration Report is contained on pages 4 and 5 of the Annual Financial Report for the year ended 30 June 2007 of the Company which report accompanies this Booklet.
Included in the Annual Financial Report are statements of financial performance. The principals effecting financial Issues and the affairs of the company are set out in the 10 principles enumerated under the heading Corporate Governance Statement.
Agenda item 3: Resolution 2: Re election of Dr Xu (Ben) Huang as a Director
Rule 82(a) of the Company’s Constitution requires at least one-third of the Directors (excluding the Managing Director) to retire from office at each meeting and if eligible and desirous, offer themselves for re-election.
Dr Xu (Ben) Huang Ph.D., B. Bus was appointed to the Board on 1 July 2002 as a non-executive director and re-elected last at the 2006 Annual General Meeting.
Dr Huang runs his own business consultancy practice in Beijing where he assists new and established businesses develop alliances and partnerships to take advantage of opportunities arising from the opening up of the Chinese economy. He ahs extensive businesses contacts and networks in China.
The Directors (with Dr Huang absent and not voting) recommend you vote in favour of this resolution.
ECSI Limited ABN 68 004 240 313
Proxy Form
Proxies and representatives
Shareholders are entitled to appoint a proxy to attend and vote on their behalf. Where a shareholder is entitled to cast two or more votes at the meeting, they may appoint two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion or number of votes the shareholder may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. The proxy may, but need not, be a shareholder of the Company.
Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 (Cwlth).
The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act.
The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, or sent by facsimile transmission to the address listed below , or the Share Registry, Registries Limited, Level 7, 207 Kent Street, Sydney NSW 2000 not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.
ECSI Limited
Level 2, 145 Flinders Lane, Melbourne, Vic 3000
Facsimile No: (03) 5276 1550
If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry.
A proxy form is attached to this Notice.
Voting entitlement
For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm Thursday 27 November 2008. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.
Signing instructions
You must sign the proxy 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 security holders 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.
ECSI Limited ABN 68 004 240 313
Proxy
I / We
of
being shareholder(s) of ECSI Limited ( Company )
hereby appoint:
of:
or failing him/her:
of:
or failing him/her the Chairman as my/our proxy to vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at The Dickson Room, Holiday Inn, 63 Harbour Street, Darling Harbour NSW 2000 on Friday 28 November 2008 at 2:00 pm. and at any adjournment thereof in respect of all of my/our shares in the Company unless otherwise specified below.
Use of Proxy
Direction on how to vote
If you wish to direct the Proxy (whether the Chair of the meeting, by appointment or default, or another person by appointment) how to vote, please place a mark in the appropriate boxes below.
I/we direct my/our proxy to vote as indicated below:
| I/we direct my/our proxy to vote as indicated below: | |||
|---|---|---|---|
| Resolution | For | Against | Abstain |
| 1. Remuneration | |||
| 2. Re-election of Dr Xu (Ben) Huang as director |
No direction on how to vote - Chairman as Proxy (Excluded Resolutions)
If the Chair of the 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 the resolution/s, please place a mark in the box opposite.
By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy and that votes cast by the Chair of the meeting for the Relevant Resolution other than as proxy holder will be disregarded because of that interest.
If the Chair of the meeting is your proxy and you do not mark this box or direct the Chair of the meeting how to vote above, the Chair of the meeting will not cast your votes on the Relevant Resolution/s and your votes will not be counted in calculating the required majority if a poll is called on the Relevant Resolution/s.
The Chair intends on voting all undirected proxies in favour of the Relevant Resolution.
No Direction on how to vote - General
If you do not direct your proxy on how to vote as your proxy in respect of the resolution/s, the Proxy may cast your vote as the Proxy thinks fit or may abstain from voting. By signing this appointment you acknowledge that, subject to the Corporations Act 2001 (Cwlth) , the Proxy may exercise your proxy even if he/she has an interest in the outcome of the resolution/s and even if votes cast by him/her other than as proxy holder will be disregarded because of that interest (subject to the section above in relation to voting on the Relevant Resolution by the Chair of the meeting).
Apportionment - Multiple Proxies
If two proxies are appointed, the proportion of voting rights this proxy is authorised to exercise is ……..…………. %. (An additional proxy form will be supplied by the Company on request)
Apportionment – Multiple Shares
If you wish to appoint the proxy to exercise voting power over only some of your shares, the number of shares in respect of which this proxy is to operate is …………….… shares. (Note: proxy will be over all shares if left blank)
ECSI Limited
ABN 68 004 240 313
Individual or Security holder 1 Security holder 2 Security holder 3 Sole Director and Director Director/Company Secretary Sole Company Secretary (If appointed) __________________________________ _____________________________ ___________________________ Contact Name Contact Daytime Telephone Date