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CPT GLOBAL LIMITED — AGM Information 2009
Sep 24, 2009
64642_rns_2009-09-24_7ede9e2b-97e1-49e4-9644-5eccb8443599.pdf
AGM Information
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Notice of Annual General Meeting
25 September 2009
CPT GLOBAL LIMITED (“ Company ”) ABN 16 083 090 895 ACN 083 090 895
Notice is hereby given that the Annual General Meeting of the Company will be held at its registered office being Level 1, 4 Riverside Quay, Southbank, Victoria 3006, on Monday 26 October 2009 at 9:30am.
Ordinary Business
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To receive and consider the financial statements and reports of the Company and of the economic entity for the year ended 30 June 2009, together with the reports of the directors and the auditor.
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To adopt the Company’s remuneration report and the report forming part of the directors’ report for the year ended 30 June 2009.
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To elect one director :
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3.1 Mr Fred Grimwade (non-executive director) retires by rotation at the Annual General Meeting in accordance with the Company’s constitution and, being eligible, offers himself for re-election.
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To transact any other business that may legally be bought forward.
Notes - Type of resolutions and voting exclusion statement
- All resolutions are ordinary resolutions.
This Notice of Meeting should be read in conjunction with the accompanying Explanatory Memorandum which provides further details on the ordinary and other business .
By Order of the Board
Stephan Scheffer Company Secretary
Melbourne 25 September 2009
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Information for Members
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A member entitled to attend and vote is entitled to appoint a proxy.
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If a member may cast 2 or more votes at a meeting, the member may vote by two proxies.
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Where more than one proxy is appointed, a member may specify the proportion or number of votes each proxy is appointed to exercise. If the proportion is not specified, each proxy may exercise half of the member’s voting rights.
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Where more than one proxy is appointed, neither proxy is entitled to vote on a show of hands.
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If it is desired to appoint two proxies, then an additional proxy form can be obtained by telephoning the share registry being the office of Computershare Investor Services Pty Limited on 1300 850 505.
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A proxy need not be a member of the Company.
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Proxy forms must be signed by the member or the member’s attorney or, if a corporation, executed in accordance with the Corporations Act or signed by an authorised officer or attorney.
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If the proxy form is signed by a person who is not the registered holder, then the relevant authority must either have been exhibited previously to the Company or be enclosed with the proxy form.
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For a proxy form to be valid, it must be received by the Company, (together with the power of attorney or other authority (if applicable) under which it is signed, or a certified copy of that power or authority) not less than 48 hours before the time for holding the meeting, by sending to the share registry, Computershare Investor Services Pty Limited at 452 Johnston Street , Abbotsford Melbourne, Victoria 3067 or Postal Address GPO Box 242, Melbourne, Victoria 3001 or by facsimile: +61 3 9473 2555.
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The Company’s board has determined that a member’s voting entitlement at the meeting will be taken to be the entitlement of that person shown in the register of members as at 7:00 pm on Tuesday 20 October 2009.
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A form of proxy is enclosed with this Notice of Meeting. An additional form can be supplied on request.
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If a representative of a corporate member is to attend the meeting pursuant to section 250D of the Corporations Act, a certificate of appointment of the representative must be produced prior to admission to the meeting.
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EXPLANATORY MEMORANDUM
Introduction
This explanatory memorandum forms part of the notice of meeting of CPT Global Limited (“ Company ”) dated 25 September 2009 (“ Notice ”) and should be read in conjunction with the Notice. It contains important information concerning the ordinary and special business and will assist members in understanding the background, legal and other implications of the ordinary and special business set out in the Notice, and the reasons why various resolutions have been proposed.
Explanation of Ordinary Business
- Financial statements
The Corporations Act and the Company’s constitution require the annual financial reports, directors report and auditor’s report to be received and considered at the Annual General Meeting of members.
Neither the Corporations Act nor the Company’s constitution requires a vote on the reports. However, members will have an opportunity to ask questions and make comments on the reports and the Company’s business and operations at the meeting.
Adoption of the remuneration report
Background
As required by the Corporations Act, the Company’s board ( “board” ) is presenting the remuneration report to the members for consideration and adoption by a nonbinding vote.
The remuneration report contains:
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information about the board’s policy for determining the nature and amount of remuneration of the Company’s directors and senior executives;
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a description of the relationship between the remuneration policy and the Company’s performance; and
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remuneration details for each director and for each of the Company’s specified executives.
Recommendation
The board considers that the remuneration policies adopted by the Company are appropriately structured to provide rewards that are commensurate with the performance of the Company. On this basis the board recommends that members adopt the remuneration report.
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Re-election of retiring director
Background
Under the Company’s constitution, at each Annual General Meeting, one third of the directors (or, if their number is not a multiple of 3, then a number nearest to but not exceeding one third) must retire from office. The directors retire by rotation, with the directors who have been the longest in office since being appointed or re-appointed being the directors who must retire. The Company’s constitution ensures that no director is able to remain in office for longer than 3 years without facing re-election. Each director is entitled to offer himself for re-election as a director at the Annual General Meeting which coincides with his retirement. The managing director is exempted by his office as managing director from the requirement to retire by rotation.
Mr Grimwade retires in accordance with the requirements of the Company’s constitution. As he is entitled to and eligible for re-election, he seeks re-election as a director. Details of each director are included on page 11 of the Annual Report.
Recommendation
The board recommends that members vote in favour of the appointment of Mr Grimwade as a director, as specified in item 3.