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CRYOSITE LIMITED — AGM Information 2008
Sep 25, 2008
64714_rns_2008-09-25_ee4219e9-79c5-49f0-bce1-a7d09355f599.pdf
AGM Information
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Cryosite Limited ABN 86 090 919 476
Notice of Annual General Meeting
Notice is given that an annual general meeting of Cryosite Limited ("Company") will be held on Wednesday, 29 October 2008 at 11.00am at Cyrosite's new offices at 13A Ferndell Street South Granville 2142.
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 2008.
Item 2 - Remuneration Report (Resolution 1)
To consider and, if thought fit, pass the following non-binding resolution:
"That the Remuneration Report for the year ended 30 June 2008 be adopted."
Item 3 - Re-election of director: Mr Theodore Onisforou (Resolution 2)
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That Mr Theodore Onisforou, who retires in accordance with the Company's Constitution, and being eligible for re-election, be elected as a director of the Company."
Item 4 - Re-election of director: Mr Graeme Moore (Resolution 3)
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That Mr Graeme Moore, who having been appointed by the Directors to fill a casual vacancy, retires in accordance with the Company’s Constitution, and being eligible for reelection, be elected as a director of the Company."
By order of the Board.
B Dulhunty Company Secretary 15[th] September 2008
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Cryosite Limited ABN 86 090 919 476
Notice of Annual General Meeting continued
This statement explains the items of business to be considered at the Annual 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, 21 October 2008) 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 chooses 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.
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Cryosite Limited ABN 86 090 919 476
Notice of Annual General Meeting continued
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 2008 Annual Report. ( The Annual Report is available on the Company's website at www.cryosite.com on the "shareholders" 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.
Item 3 - Re-election of Director
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 BCom, LLB (Non-executive Chairman) (Resolution 2)
Mr Theodore Onisforou who retires by rotation in accordance with the Constitution of the Company, being eligible, offers himself for re-election as a director of the Company.
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 currently is 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. Mr Onisforou joined the Board in March 2000 and was Chairman from May 2001 until December 2002. Mr Onisforou was reappointed as Chairman on 4 March 2008.
Item 4 - Re-Election of director: Mr Graeme Moore B.App.Sc (Biomed), MHA (executive Director) (Resolution 3)
Mr Graeme Moore, who having filled a casual vacancy retires in accordance with the Company’s Constitution, and being eligible for re-election, offers himself for re-election as a director of the Company.
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Cryosite Limited ABN 86 090 919 476
Notice of Annual General Meeting continued
Graeme Moore is the Quality and Regulatory Affairs Manager. Graeme joined Cryosite in July 2005 after a decade with the Australian Red Cross Blood Service. Graeme has over 20 years experience in biomedical science, manufacture of therapeutic goods, quality management and regulatory affairs. Graeme brings expertise in the regulation and manufacture of cellular therapies and process re-engineering to the company. Graeme is also responsible for ensuring that Cryosite’s systems retain the capacity to meet client’s needs in a constantly changing technological and regulatory environment.
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Cryosite Limited ABN 86 090 919 476
PROXY FORM – for meetin to be held on 29 October 2008 g
[Name of Member] Mark with an "X" this if you box [Address Line 1] have made any [ADDRESS LINE 2] 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 13A Ferndell Street South Granville 2142 on Wednesday, 29 October 2008 at 11 am 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* | ||
| 1. Remuneration Report (resolution 1) 2. Re-election of director - Mr Theodore Onisforou (non-executive director) (resolution 2) 3. Re-election of director - Mr Graeme Moore (executive director) (resolution 3) |
� � � |
� � � |
� � � |
- 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 |
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INSTRUCTIONS FOR COMPLETION OF PROXY FORM
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Your Name and Address This is your name and address as it appears in the register of members of Cryosite Limited ABN 86 090 919 476 ( "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 .
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Appointment of Proxy
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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.
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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:
(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 with be disregarded.
(b) return both forms together in the same envelope.
- 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.
- Signature of Members
You must sign this form as follows in the spaces provided:
| ou must sign this form | as follows in the spaces provided: |
|---|---|
| Individual | where theholdingisinonename, themember 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) ofthePowerof Attorneymust 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 incorporationand constituent documents. |
6. 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, 11:00 am (in Sydney, Australia) on 27 October 2008. 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
- Post / Delivery: Cryosite Ltd, 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.
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