Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

CRYOSITE LIMITED AGM Information 2007

Sep 27, 2007

64714_rns_2007-09-27_fb221293-9aa3-4b9e-a61e-8dd977ad14e0.pdf

AGM Information

Open in viewer

Opens in your device viewer

Cryosite Limited ABN 86 090 919 476

Notice of Annual General Meeting

Notice is given that a general meeting of Cryosite Limited ( "Company" ) will be held on Wednesday, 7 November 2007 at 10:00 am at Level 15, Room 20-21, KPMG Building, 20 Shelley Street (near King Street Wharf), Sydney NSW 2000.

Ordinary Business

Item 1 - Financial Statements and Reports

To receive and consider the financial report, the directors' report and the auditor's report for the year ended 30 June 2007.

Item 2 - Remuneration Report (Resolution 1)

To consider and, if thought fit, pass the following non-binding resolution:

"That the Remuneration Report be adopted."

Item 3 - Re-election of director: Mr Theodore Onisforou (non-executive director) (Resolution 2)

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That Mr Theodore Onisforou, being eligible for re-election, be elected as a director of the Company."

Item 4 - Re-Election of director: Professor Ronald Penny, AO (non-executive director) (Resolution 3)

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That Professor Ronald Penny, AO, being eligible for re-election, be elected as a director of the Company."

Special Business

Item 5 – Approval of the issue of options to Ms Catherine Brenner (non-executive director) (Resolution 4)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purposes of listing rule 10.11 of the Australian Securities Exchange Listing Rules and for all other purposes, the grant to Ms Catherine Brenner of 300,000 options over ordinary shares in the capital of the Company on the terms set out in the Explanatory Statement be approved."

1

Cryosite Limited ABN 86 090 919 476

Notice of General Meeting Annual General Meeting 7 November 2007

Voting Exclusion Statement:

In respect of Resolution 4 the Company will disregard any votes cast on the resolution by:

  • Ms Catherine Brenner; and

  • an associate of Ms Catherine Brenner.

However, the Company need not disregard a vote if:

  • 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

  • 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 of Directors.

B Dulhunty Company Secretary 21 September 2007

2

Cryosite Limited ABN 86 090 919 476

Notice of General Meeting Annual General Meeting 7 November 2007

NOTES:

Who may vote Persons whose names are set out in the register of members of the Company as at 10 pm on 5 November 2007 are entitled to attend and vote at the meeting convened by this notice.

Proxies - A member of the Company who is entitled to attend and vote at the meeting has Appointment a right to appoint not more than 2 proxies to attend and vote for the member at the meeting. A member who is entitled to cast 2 or more votes may appoint 2 proxies. Where a member appoints 2 proxies, the appointment may specify the proportion or number of votes which each proxy may exercise. If the appointment does not specify the proportion or number of the member's votes each proxy may exercise, then each proxy may exercise half of those votes. A proxy must be a member of the Company.

Proxies - To be valid, a proxy form must be received by the Company by no later than 10 Lodgement am on 5 November 2007 (in Sydney, Australia) ( "Proxy Deadline" ). Proxies may be submitted:

  • (a) by post in the reply paid envelope provided; or

  • (b) by post addressed to, or delivery to, the Company at 9 Sirius Road, Lane Cove NSW 2066; or

  • (c) by facsimile at +61 2 9420 1414.

A written proxy appointment must be signed by the member or the member's attorney. Where the appointment is signed by the appointor's attorney, a certified copy of the authority, or the authority itself, must be lodged with the Company in one of the above ways by the Proxy Deadline. If facsimile transmission is used, the authority must be certified.

Body A member of the Company who is a body corporate and who is entitled to attend corporate and vote at the meeting, or a proxy who is a body corporate and who is appointed representative by a member of the Company entitled to attend and vote at the meeting, may appoint a person to act as its representative at the meeting by providing that person with:

  • (a) a letter or certificate, executed in accordance with the body corporate's constitution, authorising the person as the representative; or

  • (b) a copy of the resolution, certified by the secretary or a director of the body corporate, appointing the representative.

3

Cryosite Limited ABN 86 090 919 476

Explanatory Statement Annual General Meeting 7 November 2007

This statement explains the items of business to be considered at the General Meeting and should be read in conjunction with the Notice of Meeting.

Item 1 - Financial statements and Reports

The Corporations Act 2001 (Cth) ( "Corporations Act" ) requires the financial report, directors' report and auditor's report to be laid before the meeting. There is no requirement either in the Corporations Act or the Company's Constitution for members to vote on, approve or adopt these reports.

Members will have a reasonable opportunity at the meeting to ask the Chairman questions and make comments on the business, operations and management of the Company. The auditor of the Company will also be available to take members' questions and comments about the conduct of the audit, the preparation and content of the auditor’s report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

In addition to taking questions at the meeting, written questions to the Company’s auditor about the conduct of the audit of the financial report and the preparation and content of the auditor’s report, may be submitted no later than the fifth business day before the day on which the meeting is held (i.e. no later than Tuesday, 30 October 2007) to:

The Company Secretary Cryosite Limited 9 Sirius Road Lane Cove NSW 2066 Facsimile: +61 2 9420 1414

The Company will pass all written questions on to the auditor. The auditor will prepare and provide to the Company a question list which sets out the questions that the Company has passed on to the auditor and that the auditor considers to be relevant to the conduct of the audit of the financial report or the content of the auditor's report. Please note that a question may not be included in the question list if the question list includes a question that is substantially the same as that question or if it is not practicable to include the question in the question list because of the time when the question is passed on to the auditor.

There is no requirement for the auditor to provide written answers to the questions, however, if the auditor choses to prepare written answers to any of the questions, the Chairman may permit the auditor to table the written answers at the meeting. The auditor will also answer questions asked at the meeting, however where questions concern issues raised in the written questions, the auditor may refer members to the written answers (if any). For the benefit of the meeting, the auditor will briefly outline to the meeting the matters covered in the written questions.

4

Cryosite Limited ABN 86 090 919 476

Explanatory Statement

Annual General Meeting 7 November 2007

Item 2 - Remuneration Report (Resolution 1)

The Corporations Act requires the Remuneration Report be adopted at the meeting by a resolution. While there is a requirement for a formal resolution, the members' vote is advisory only and does not bind the Company, nor will it require the Company to alter any arrangements detailed in the Remuneration Report should the resolution not be passed.

The Remuneration Report is set out on pages 7 to 10 of the Company's 2007 Annual Report. ( The Annual Report is available on the Company's website at www.cryosite.com on the "shareholder information" page under the heading "Prices and Reports") . The Remuneration Report explains the structure of, and policy behind, the Company's remuneration practices and the link between the remuneration of employees and the Company's performance. The Report also sets out remuneration details of each director and for any specified executive. Members will have a reasonable opportunity at the meeting to ask questions and make comments on the Remuneration Report.

Items 3 & 4 - Re-election of Directors

The Listing Rules of the Australian Securities Exchange ( "ASX Listing Rules" ) require the Company to hold an election of directors each year. The Constitution of the Company also requires one third of the directors (other than the Managing Director, or if there is more than one managing director, only one managing director) to retire from office at each annual general meeting, together with any director who has held office without re-election for three or more years.

Re-election of Mr Theodore Onisforou (non-executive director) (Resolution 2)

Mr Onisforou who retires by rotation in accordance with the Constitution of the Company, being eligible, offers himself for re-election as a non-executive director.

Mr Onisforou joined the Board in March 2000 and was Chairman from May 2001 until December 2002. He indicated in the prospectus his desire to step down as Chairman once the Company was established. At the November 2002 Annual General Meeting, Mr Richard Grellman was appointed as a director of the Company by the shareholders and, immediately following that meeting, took on the role as chairman. Mr Onisforou has continued since that time in the role of non-executive director.

Mr Onisforou has extensive commercial experience initially as a tax accountant with Peat Marwick Mitchell, as a lawyer with Allen Allen and Hemsley and then as a Barrister-at-Law. He was Investment Manager at Consolidated Press Holdings and is currently a full-time professional investor. He has completed a Masters Degree in Agricultural Science at Sydney University. Mr Onisforou is not a director of any other listed public company.

Re-election of Professor Ronald Penny, AO (non-executive director) (Resolution 3)

Professor Penny who retires by rotation in accordance with the Constitution of the Company, being eligible, offers himself for re-election as a non-executive director.

5

Cryosite Limited ABN 86 090 919 476

Explanatory Statement

Annual General Meeting 7 November 2007

Professor Ronald Penny, AO is a founding director of the Company.

Professor Penny established the Department of Immunology at St Vincent's Hospital and the University of New South Wales, Sydney, in 1969 and was appointed Director of the Centre for Immunology in 1982. He was awarded an MD (University of Sydney) in 1970 and DSc (UNSW) in 1979. In 1993 he was appointed an Officer of the Order of Australia "for service to medical research and education particularly in the field of clinical immunology". As one of Australia's leading immunologists, Professor Penny served as Honorary Consultant at several Sydney Hospitals and serves on the Editorial Board of six international medical and scientific journals.

Over the past sixteen years, he has held senior positions on Federal and NSW Government HIV/AIDS Health Services Committees and currently, is the Chairman of the NSW Government's Justice Health Board. Professor Penny was appointed to the Board in December 1999. Recently he resigned after 33 years as Director of the Centre for Immunology to accept the position of Senior Medical Advisory to the NSW Department of Health and the Medical Director of Good Health Solutions, a workplace health management company. Professor Penny is also a director of Probiomics Limited.

Item 5 – Approval of the issue of options to Ms Catherine Brenner (non-executive director) (Resolution 4)

The Company proposes to issue 300,000 options to Ms Catherine Brenner.

Listing rule 10.11 of the ASX Listing Rules requires the approval of ordinary shareholders to issue securities to a related party. A director is a "related party" for the purposes of listing rule 10.11.

The following information is provided to members for the purpose of ASX Listing Rule 10.11:

  • (a) The maximum number of options to be granted to Ms Brenner, who is a non-executive director, is 300,000.

  • (b) Each option will entitle Ms Brenner to acquire by way of issue 1 ordinary share in the capital of the Company.

  • (c) The options will be issued by the Company to Ms Brenner no later than 1 month after the date of this General Meeting.

  • (d) The options will be exercisable by Ms Brenner as follows:

  • (i) 100,000 on and from the first anniversary of the date of grant ( "First Tranche" );

  • (ii) 100,000 on and from the second anniversary of the date of grant ( "Second Tranche" ); and

6

Cryosite Limited ABN 86 090 919 476

Explanatory Statement

Annual General Meeting 7 November 2007

  • (iii) 100,000 on and from the third anniversary of the date of grant ( "Third Tranche" ),

subject to Ms Brenner being a director of the Company on the date on which the relevant tranche of options first becomes exercisable.

  • (e) The options will be exercisable by Ms Brenner in multiples of 5,000 within 5 years of grant. All options not exercised by such date will lapse.

  • (f) The options will be issued at the following exercise prices:

  • (i) $0.20 per option for the First Tranche;

  • (ii) $0.30 per option for the Second Tranche; and

  • (iii) $0.40 per option for the Third Tranche.

  • (g) Notwithstanding paragraph (d) above, the options will immediately vest and become exercisable in the event of a takeover of the Company.

  • (h)

  • No amount will be payable on the grant of an option.

  • (i) All funds raised by the Company from the exercise by Ms Brenner of the options will be used for general working capital purposes.

  • (j) The options do not confer on Ms Brenner the right to participate in any new issue of shares without first exercising the options then available to be exercised, and then only to the extent of ordinary shares then held by her.

  • (k) If there is any re-organisation (including consolidation, subdivision, reduction or return of issued capital of the Company), the number of options and/or the exercise price will be adjusted by the Company in accordance with the ASX Listing Rules or (if no such rules exist) in a manner which will not advantage or disadvantage Ms Brenner as compared to ordinary shareholders.

  • (l) The options are not transferable.

  • (m) All shares issued pursuant to the exercise of options will, subject to the Constitution of the Company, rank in all respects (other than in respect of dividends, rights issues or bonus issues declared prior to allotment) pari passu with the existing shares at the date of issue and allotment.

  • (n) The options will not be quoted on the ASX. The Company intends to apply to the ASX for quotation of any shares acquired on exercise of the options.

7

Cryosite Limited ABN 86 090 919 476

Explanatory Statement

Annual General Meeting 7 November 2007

(o) Valuation

AASB 2 and IFRS Standard (No. 2) deal with share based payments. Consistent with those standards, the Company discloses the following information concerning the value of the options to be issued to Ms Catherine Brenner. A fair value for the options to be issued has been calculated using the Black Scholes methodology, based on a number of assumptions, set out below, with an adjustment to the expected life of the option to take account of limitations on transferability. The Board believes this valuation model to be appropriate to the circumstances and has not used any other valuation or other models in proposing the terms of the options.

The Board draws members' attention to the fact the stated valuation does not constitute and should not be taken as audited financial information. The reportable value of the employee benefit expense in subsequent financial periods may vary due to a range of timing and other factors. In particular, the figures are relevant to 28 August 2007, the day immediately preceding the Board approval for the issue of options subject to member approval.

Ms Catherine Brenner
Share Price 28 August 2007 $0.145
Volatility 1.6 %
Dividend yield (estimate) Nil %
Expiry date 5 years from the date of issue
Exercise (strike) price:
First 100,000 $0.20
Second 100,000 $0.30
Third 100,000 $0.40
Risk free rate (5 yr bond rate) 6.8 %
Option Value 15 cents
Number of options issued Maximum aggregate 300,000
Employee benefit expense $44,000

8

Cryosite Limited ABN 86 090 919 476

Explanatory Statement

Annual General Meeting 7 November 2007

(p) Remuneration

The following table sets out fees received by Ms Brenner for the year ended 30 June 2007:

Ms Catherine Brenner
Annual director's fees (inclusive of superannuation where applicable)* $31,241
Base annual salary (inclusive of superannuation where applicable) Nil
Equity based compensation (12 months to 30 June 2007)* Nil
  • (*) Ms Brenner was appointed on 28 September 2006.

(q) Existing interests and the dilutionary effect on other members interests

The effect that the exercise of the options will have on the interests of Ms Brenner relative to other members' interests is set out in the following table. The table assumes no further issues of shares in, or reconstruction of the capital of the Company during the time between issue and exercise of the options.

As at the Date of this Notice of Meeting
The total number of shares on issue in the capital of the Company 46,639,563
Shares currently held by Ms Catherine Brenner (including indirect
interests)
Nil
Options held by Ms Catherine Brenner prior to Annual General Meeting
(including indirect interest)
Nil
Options to be issued under this resolution to Ms Catherine Brenner
following Annual General Meeting
300,000
Shares that will be held following the exercise of all options held by Ms
Catherine Brenner
300,000
% of shares that would be held by Ms Catherine Brenner assuming all
other options held by other parties were exercised
0.6 %
% of shares that would be held by Ms Catherine Brenner assuming all
other options held by other parties were exercised (fully diluted basis)
0.6 %

(r) For corporate governance reasons, because this resolution relates to options proposed to be issued to a Director, your Directors make no recommendation in respect of your vote on this resolution.

9

PROXY FORM

Name of Member Mark this box with an "X" if you [ have made any changes to your address details Reference Number opposite (see instructions). [BARCODE]

Appointment of Proxy

I/We being a member/s of the Company and entitled to attend and vote hereby appoint the Chairperson of the Meeting OR ( mark with an 'X' )

Write here the name of the person you are appointing if this person is someone other than the Chairperson of the Meeting.

or failing the person named, or if no person is named, the Chairperson of the Meeting, as my/our proxy to attend, to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit), and to act generally on my/our behalf, at the Annual General Meeting of the Company to be held at Room 20-21, KPMG Building, 20 Shelley Street (near King Street Wharf), Sydney NSW 2000 on Wednesday, 7 November 2007 at 10.00am and at any adjournment of that meeting.

Voting directions to your proxy - please
mark

X
to indicate your directions to indicate your directions to indicate your directions to indicate your directions
Ordinary Business For Against Abstain*
2.
Remuneration Report (resolution 1)
3.
Re-election of director - Mr Theodore Onisforou (resolution 2)
4.
Re-election of director - Professor Ronald Penny, AO (resolution 3)









Special Business
5.
Issue of options to Ms Catherine Brenner (resolution 4)
  • 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.

If you do not wish to direct your proxy how to vote, please place a mark in the box.

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

Please note that the Chairman intends to vote all undirected proxies in favour of the resolutions being passed.

Signature of Members

This section must be signed in accordance with the instructions to enable your directions to be implemented.

Individual or Member 1 Individual or Member 1 Member 2 (if joint holding) Member 2 (if joint holding) Member 3 (if joint holding)
Sole Director and Sole Company
Secretary
/
Sole
Director
(cross
out
inapplicable capacity)
Director Director / Company Secretary
(cross out inapplicable capacity)
/ /
Contact Name Contact Daytime Telephone Date

1

INSTRUCTIONS FOR COMPLETION OF PROXY FORM

  1. Your Name and Address : This is your name and address as it appears in the register of members of Cryosite Limited ( "Company" ). If this information is incorrect, please mark the box and make the correction on the form. Members sponsored by a broker should advise their broker of any changes. Please note you cannot change the ownership of your shares using this form .

  2. Appointment of Proxy : If you wish to appoint the Chairperson of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairperson of the Meeting, write the name of that person. A proxy may be an individual or a body corporate. 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 member of the Company.

  3. Appointment of a Second Proxy: If you are entitled to cast 2 or more votes at the general meeting, you are entitled to appoint two 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 telephoning the Company's share registry or you may copy this form. To appoint a second proxy you must:

  4. (a) on each of the first Proxy Form and second Proxy Form state the percentage of your voting rights or number of shares 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 one half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

  5. Voting directions to your Proxy: You may direct your proxy how to vote on an item of business by placing a mark in one of the three boxes opposite that item of business. All of your shares will be voted in accordance with your direction unless you indicate a proportion of voting rights on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may decide whether or how to vote on that item. If you mark more than one box on an item, your vote on that item will be invalid.

  6. Signature of Members: You must sign this form as follows in the spaces provide

Individual where the holding is in one name, the member must sign.
Joint Holding where the holding is in more than one name, all of the members must sign.
Power of
Attorney
to sign under Power of Attorney, either the Power of Attorney must have already been
lodged with the Company's Share Registry for notation or the original (or a certified
copy) of the Power of Attorney must accompany this document.
Companies the following person(s) must sign:
(a) Australian proprietary company with a sole director who is also the sole company
secretary - that person;
(b) Australian proprietary company with a sole director and no company secretary -
that person;
(c) other Australian companies - two directors or one director and one company
secretary;
(d) foreign company - in accordance with the laws of the jurisdiction of incorporation
and constituent documents.
  1. Lodgement of Proxy: This proxy form (and the original or a certified copy of any power of attorney under which it is signed) must be received by the Company not later than Monday, 10:00 am (in Sydney, Australia) on 5 November 2007. Any proxy form received after that time will not be valid for the scheduled meeting.

Documents may be lodged using the reply paid envelope or:

  • by posting, delivery or facsimile to the Company at the address below:

Cryosite Limited Post / Delivery: 9 Sirius Road, Lane Cove NSW 2066 Facsimile : +612 9420 1414

Personal information: Chapter 2C of the Corporations Act 2001 (Cth) ( "Corporations Act" ) requires information about you (including your name, address and details of the shares you hold) to be included in the Company's register of members. This information must continue to be included in the Company's register of members if you cease to be a shareholder. Information is collected to administer your shareholding and if some or all of the information is not collected then it might not be possible to administer your shareholding. The Company may disclose this information for purposes related to your shareholding, including in circumstances permitted under the Chapter 2C of the Corporations Act. You can obtain access to your personal information in the Company's register of members in accordance with Chapter 2C of the Corporations Act.

2