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CORE ENERGY MINERALS LTD — AGM Information 2009
Nov 2, 2009
64702_rns_2009-11-02_d4a58112-5c0b-430b-b572-f87e7c4167b2.pdf
AGM Information
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TEYS LIMITED
ACN 009 118 861
NOTICE OF ANNUAL GENERAL MEETING 2009
Notice is hereby given that the Annual General Meeting of the shareholders of TEYS Limited ACN 009 118 861 (“Company”) will be held at Suite 71, Lower Deck, Jones Bay Wharf, 26 – 32 Pirrama Road, Pyrmont New South Wales 2009 on Monday, 30 November 2009 commencing at 10:00 am (Sydney time).
AGENDA
ORDINARY BUSINESS
1. FINANCIAL STATEMENTS AND REPORTS
To receive and consider the Company’s Annual Financial Report comprising the Director’s and Auditor’s Report, Directors’ Declaration, Income Statement, Balance Sheet, Statement of Cash Flows and Notes to and forming part of the Financial Statements for the year ended 30 June 2009.
Note: A resolution of shareholders is not required for this item of business.
2. REMUNERATION REPORT
To adopt the Remuneration Report of the Company (as set out in the Directors’ Report) for the year ended 30 June 2008.
Note: The vote on this ordinary resolution is advisory only and does not bind the Directors of the Company or the Company.
3. ISSUE OF SHARES TO DIRECTORS IN LIEU OF CASH FOR DIRECTORS’ DUTIES
- To consider, and if thought fit, pass the following ordinary resolution without amendment –
‘To issue one million five hundred thousand (1,500,000) fully paid ordinary shares to each of Mr Neville Sanders and Mr Duncan Lee within one month of the meeting in lieu of cash for directors’ duties for the period from 1 June 2009 to 31 May 2010.’
VOTING EXCLUSION STATEMENT
The Company will disregard any votes cast on this Resolution by:
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Mr Neville Sanders, Mr Duncan Lee and
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an associate of Mr Neville Sanders and Mr Duncan Lee.
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 or the proxy form to vote as the proxy decides.
4. ELECTION OF NEVILLE SANDERS AS A DIRECTOR
To re-elect as a Director Mr Neville Sanders, who retires and, being eligible, offers himself for reelection.
5. GENERAL BUSINESS
To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.
BY ORDER OF THE BOARD Duncan Lee Company Secretary 27 October 2009
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PROXY, REPRESENTATIVE AND VOTING ENTITLEMENT INSTRUCTIONS
Shareholders are entitled to appoint up to two individuals to act as proxies to attend and vote on their behalf. Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the shareholder’s voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes.
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.
The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) and certificates appointing body corporate representatives 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) or certificate appointing a body corporate representative must be deposited at the Company’s Registered Office or posted to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001 or faxed to 1800 783 447, 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.
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 or other applicable corporate legislation. In the case of shares jointly held by two or more persons, all joint holders must sign the proxy form.
The proxy may, but need not, be a shareholder of the Company. A proxy form is attached to this Notice.
VOTING ENTITLEMENT
In accordance with Regulation 7.11.37 of the Corporations Regulations 2001, 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 7:00 p.m. (Sydney time) on Friday 27 November 2009.
Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.
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Explanatory Memorandum
Section 1 – Introduction
This Explanatory Memorandum is provided to shareholders of TEYS Limited (ACN 009 118 861) to explain the resolutions to be put to shareholders at the Annual General Meeting to be held at Suite 71, Lower Deck, Jones Bay Wharf, 26 – 32 Pirrama Road, Pyrmont New South Wales 2009 on Monday, 30 November 2009 commencing at 10:00 am (Sydney time).
The Directors recommend shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the Resolutions.
The terms used in this Explanatory Memorandum are defined in Section 6.
These Explanatory Notes form part of the Notice of Annual General Meeting.
Section 2 –Financial Statements and Reports
Pursuant to the Corporations Act, the Directors of a public company that is required to hold an Annual General Meeting must table the financial statements and reports of the Company for the previous year before the members at that Annual General Meeting.
Shareholders have been provided with all relevant information concerning the Company’s financial statements in the Annual Report of the Company for the year ended 30 June 2009. A copy of the Annual Report has been forwarded to each Shareholder. A copy of the financial statements and the associated reports will also be tabled at the Meeting.
Shareholders should note that the sole purpose of tabling the financial statements of the Company at the Annual General Meeting is to provide the shareholders with the opportunity to be able to ask questions or discuss matters arising from the financial statements at the Meeting. It is not the purpose of the meeting that the financial statements be accepted, rejected or modified in any way. Further, as it is not required by the Corporations Act, no resolution to adopt the Company’s financial statements will be put to the shareholders at the meeting.
In addition to taking questions at the meeting, shareholders may submit written questions to the external auditor by lodging written questions with the Company Secretary no later than 5 Business Days before the meeting. These questions must relate to the content of the auditor’s report or to the way the audit was conducted. The Chairman will allow a reasonable opportunity for the auditor or their representatives to answer any written question or to table written answers to the questions and for shareholders to ask questions relevant to:
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the conduct of the audit;
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the preparation and content of the auditor's report
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the accounting policies adopted by the financial statements; and
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the independence of the auditor in relation to the conduct of the audit.
Section 3 – Resolution 2: Remuneration Report
Section 300A of the Corporations Act requires that the Directors’ Report must contain a Remuneration Report containing information about the Board’s policy for determining the nature and amount of the remuneration of Directors and senior management. The Remuneration Report must also explain the relationship between the remuneration policy of the Board and the Company’s performance. Shareholders are required to vote on a non-binding resolution to adopt the Remuneration Report.
Please note that the vote on this item is advisory only and does not bind the Directors of the Company or the Company.
Section 4 – Resolution 3: Issue of Shares
This resolution is to issue shares to two of the executive directors, Mr Sanders and Mr Lee in lieu of cash for their services as directors for the period from 1 June 2009 to 31 May 2010. Mr Teys is not taking any additional remuneration, shares or benefits for acting as Chairman from 1 June 2009.
In order to conserve cash for the benefit of the shareholders, the directors, Mr Lee and Mr Sanders have agreed to accept an issue of shares in lieu of cash for serving as directors subject to the approval of shareholders at this meeting. The issue of 1,500,000 shares each is calculated on the basis of an effective share price of two cents per share so that each issue notionally amounts to remuneration of $30,000 each for the year. As Mr Lee and Mr Sanders have agreed to take shares in lieu of cash they will also be entitled to hold the shares if they do not serve the entire year as directors for any reason.
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In accordance with Section 210 of The Corporations Act 2001 The remaining director, Mr Teys, has formed a view that an issue of one million five hundred (1,500,000) shares each for Mr Sanders and Mr Lee as a non cash payment for directors services is reasonable in the circumstances if the parties were dealing at arm’s length. In fact, Mr Teys view is that the terms are less favourable to Mr Sanders and Mr Lee than arm’s length terms and therefore the related party provisions of The Corporations Act 2001 do not apply.
Section 5 – Resolution 4: Election of Mr Neville Sanders as a Director
This resolution is to re-elect as a Director Mr Sanders, who in accordance with Article 38.2 of the Constitution retires and, being eligible, offers himself for re-election.
Background Information for Mr Neville Sanders (Age 59):
Mr Sanders as appointed an executive director of the company on 1 June 2009. Mr Sanders joined the group as State Manager (Victoria) in February 2009 following the acquisition by the company of Appleby Owners Corporation situated at Bayswater Melbourne.
Mr Sanders is vice president of the Real Estate Institute of Victoria and has been actively involved in real estate for over 42 years. Mr Sanders is a fellow of the Real Estate Institute of Australia and REIV, vice chairman of the REIV owners corporation chapter committee, associate of the Australian Property Institute and a certified practicing valuer.
The Board (other than Mr Sanders) unanimously supports the re-election of Mr Sanders.
Section 6 - Glossary
These definitions are provided to assist persons in understanding some of the expressions used in this Explanatory Memorandum.
$ Australian dollar. ASX ASX Limited. Company TEYS Limited ACN 009 118 861 Constitution The constitution of TEYS. Corporations Act Corporations Act 2001 (Commonwealth). Directors or The board of directors of the Company. Board Listing Rules The official listing rules of ASX. Shareholder A person who is entered in TEYS' register as the holder of a Share as at the Record Date. Shares Ordinary fully paid voting shares in the capital of TEYS. TEYS TEYS Limited ACN 009 118 861
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Lodge your vote:
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Online:
www.investorvote.com.au
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By Mail:
Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia
000001 000 TYS MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555
For Intermediary Online subscribers only (custodians) www.intermediaryonline.com
For all enquiries call:
(within Australia) 1300 552 270 (outside Australia) +61 3 9415 4000
Proxy Form
Vote online or view the annual report, 24 hours a day, 7 days a week:
www.investorvote.com.au
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Your secure access information is: Control Number: 999999 SRN/HIN: I9999999999I99999999999999999999
Cast your proxy vote Control Number: 999999 Access the annual report SRN/HIN: I9999999999I99999999999999999999 PLEASE NOTE: For security reasons it is important that you keep your Review and update your securityholding SRN/HIN confidential.
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For your vote to be effective it must be received by 10am (Sydney time) Saturday, 28 November 2009
How to Vote on Items of Business
Signing Instructions for Postal Forms
All your securities will be voted in accordance with your directions.
Individual: Where the holding is in one name, the securityholder must sign.
Appointment of Proxy
Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.
Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign in the appropriate place to indicate the office held.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".
A proxy need not be a securityholder of the Company.
Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.
GO ONLINE TO VOTE, or turn over to complete the form
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MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
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I9999999999
Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a I9999999999 broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND
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Proxy Form
Please mark to indicate your directions
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Appoint a Proxy to Vote on Your Behalf
XX
I/We being a member/s of Teys Limited hereby appoint
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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).
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the Chairman OR of the Meeting
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 Teys Limited to be held at Suite 71, Lower Deck, Jones Bay Wharf, 26 - 32 Pirrama Road, Pyrmont New South Wales 2009 on Monday, 30 November 2009 commencing at 10:00 am (Sydney time) and at any adjournment of that meeting.
Important for Item 3: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Item 3 below, please mark the box in this section. 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 Item 3 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 Item 3 of business.
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I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Item and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.
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PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
Items of Business
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Ordinary Business
| 2. | Adopt the Remuneration Report for the year ended 30 June 2009 | |||
|---|---|---|---|---|
| 3. | Issue shares to Directors in lieu of cash for Directors’ duties | |||
| 4. | Election of Neville Sanders as a Director |
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
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Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime Name Telephone Date / /
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T Y S
3 0 1 1 0 9 A