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CRYOSITE LIMITED — AGM Information 2010
Oct 10, 2010
64714_rns_2010-10-10_4b197a16-9c1d-4a51-a90a-41a53aea8e8b.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, 17 November 2010 at 10.00am at Cyrosite's 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 2010.
Item 2 - Remuneration Report
To consider and, if thought fit, pass the following non-binding resolution:
"That the Remuneration Report for the year ended 30 June 2010 be adopted."
Item 3 - Re-election of director: Mr Graeme Moore
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That Mr Grahame Moore who retires in accordance with the Company's Constitution and being eligible for re-election, be elected as a director of the Company."
By order of the Board.
B Dulhunty Company Secretary 30 September 2010
Cryosite Limited ABN 86 090 919 476
Explanatory Statement Annual General Meeting 17 November 2010
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, 10 November 2010) to:
The Company Secretary Cryosite Limited 13A Ferndell Street South Granville 2142, NSW Facsimile: +61 2 8865 2090
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.
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Cryosite Limited ABN 86 090 919 476
Explanatory Statement
Annual General Meeting 17 November 2010
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 9 to 14 of the Company's 2010 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 Graeme Moore B.App.Sc (Biomed), MHA (executive director)
Mr Graeme Moore 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. Graeme Moore is the Quality and Regulatory Affairs Manager and Chief Operating Officer. 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. Mr Moore has no listed directorships other than Cryosite Limited.
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LODGE YOUR VOTE
Cryosite Limited ABN 86 090 919 476
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By mail: The Company Secretary [By fax:][ 02 8865 2090] Cryosite Limited 13A Ferndell Street South Granville NSW 2142
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All enquiries to: Telephone: 02 8280 7111
ShAREhOLDER VOTING FORM
I/We being a member(s) of Cryosite Limited and entitled to attend and vote hereby appoint:
APPOINT A PROXY
STEP 1 APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the of the Meeting Meeting as your proxy, please write the name of the (mark box) person or body corporate (excluding the registered shareholder) you are appointing as your proxy or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 10:00am on Wednesday, 17 November 2010, at Cyrosite’s offices at 13A Ferndell Street, South Granville 2142 and at any adjournment or postponement of the meeting.
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X
STEP 2
VOTING DIRECTIONS
For Against Abstain * Resolution 1 Financial Statements and Reports Resolution 2 Remuneration Report
Resolution 3
Re-election of director: Mr Graeme Moore
* 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.
STEP 3 SIGNATURE OF ShAREhOLDERS – ThIS MUST BE COMPLETED
Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
CTE PRX001
hOW TO COMPLETE ThIS PROXY FORM
Your Name and Address
This is your name and address as it appears on the company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.
Appointment of a Proxy
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the company. A proxy may be an individual or a body corporate.
Votes on Items of Business – Proxy Appointment
You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted 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 the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
Appointment of a Second Proxy
You are entitled to appoint up to 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 and return them both together.
To appoint a second proxy you must:
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(a) on each of the first Proxy Form and the 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 half your votes. Fractions of votes will be disregarded.
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(b) return both forms together.
Signing Instructions
You must sign this 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, either shareholder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney 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.
Corporate Representatives
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 in accordance with the Notice of Meeting. A form of the certificate may be obtained from the company’s share registry.
Lodgement of a Proxy Form
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Monday, 15 November 2010, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.
Proxy Forms may be lodged using the reply paid envelope or:
by mail:
The Company Secretary Cryosite Limited 13A Ferndell Street South Granville NSW 2142
by fax:
02 8865 2090
by hand:
delivering it to 13A Ferndell Street, South Granville NSW 2142.
If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.