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CRYOSITE LIMITED — AGM Information 2013
Sep 25, 2013
64714_rns_2013-09-25_86d64410-0bbf-468e-bd12-e4ede51cca57.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, ACN 090 919 476 ("Company") will be held on Wednesday 6[th] November 2013, at 10:30 am at the Company's offices at 13a Ferndell Street, South Granville, New South Wales, 2142, Australia.
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 2013.
Item 2 - Remuneration Report ("Resolution 1")
To consider and, if thought fit, pass the following non-binding resolution as an ordinary resolution:
"That the Remuneration Report for the year ended 30 June 2013 be adopted."
Item 3 – Re-election of director: Mr Graeme Moore ("Resolution 2")
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That Mr Graeme Moore, who retires by rotation 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: Ms Christina Boyce ("Resolution 3")
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That Ms Christina Boyce who was appointed by the Directors since the last Annual General Meeting, retires in accordance with the Company's Constitution and, being eligible for reelection, be re-elected as a director of the Company."
Item 5 – Resignation and appointment of Auditors ("Resolution 4")
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That subject to the consent of the Australian Securities and Investments Commission, Duncan Dovico Risk & Assurance Pty Limited, ACN 151 805 275 ("new Auditor") be appointed as auditor of the Company with such appointment to take effect on the later of:
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receipt by the Company of a notice of resignation as auditor from the Company's current Auditor, Duncan Dovico Chartered Accountants ("current Auditor") pursuant to section 329(5) of the Corporations Act 2001 (Cth); and,
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this resolution being passed by the Company."
Cryosite Limited ABN 86 090 919 476
Notice of Annual General Meeting continued Annual General Meeting 31 October 2012
Item 6 –Adoption of a new Constitution ("Resolution 5")
To consider and, if thought fit, pass the following resolution as a special resolution:
"That the Company repeal its existing Constitution and adopt the proposed Constitution, tabled at the Annual General Meeting, as its Constitution, pursuant to section 136 of the Corporations Act 2001 (Cth), with effect from the time this resolution is passed".
By order of the Board
B Dulhunty Company Secretary 9th September 2013
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Cryosite Limited ABN 86 090 919 476
Explanatory Statement Annual General Meeting 6[th] November 2013
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 tabled 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 Chairperson 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, 30 October 2013) to:
The Company Secretary Cryosite Limited 13a Ferndell Street South Granville 2142 NSW Facsimile: +61 2 8865 2092
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 Chairperson 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.
The Company will make written answers to the questions (if any) tabled at the meeting, reasonably available to members as soon as practicable after the AGM.
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Cryosite Limited ABN 86 090 919 476
Explanatory Statement
Annual General Meeting 6[th] November 2013
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 directors will, however, consider the outcome of the vote and members' views expressed at the meeting when reviewing the remuneration policies of the Company in future.
The Remuneration Report is set out on pages 9 to 13 of the Company's 2013 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.
All members of the Company are encouraged to cast their vote in favour of Item 2 (Remuneration Report).
The Corporations Act was amended so that from 1 July 2011, if there are two consecutive annual general meetings of the Company held after 1 July 2011, and at each of those meetings, at least 25% of votes cast are against the adoption of the Remuneration Report put before the meeting (in accordance with section 250R of the Corporations Act), at the second meeting there must be put to the vote a resolution (a "Spill Resolution") that a further meeting of the Company's members be held within 90 days (a "Spill Meeting"). At that meeting those directors who were directors of the Company at the time the resolution to make the directors' report considered at the second Annual General Meeting was passed, (but excluding the Managing Director), will cease to hold office immediately before the end of the Spill Meeting and resolutions will be put to the vote to appoint new directors of the Company to fill those vacancies. This may include re-election of the directors who held office immediately prior to the Spill Meeting.
At the Annual General Meeting in 2012, the resolution to adopt the Remuneration Report was passed with fewer than 25% of the votes cast against the adoption of the Remuneration Report. Accordingly, a Spill Resolution is not required and will not be put to the Members at the 2013 Annual General Meeting
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Cryosite Limited ABN 86 090 919 476
Explanatory Statement
Annual General Meeting 6[th] November 2013
Voting on Resolution 1 by proxy
Certain members of the Company described below in the Voting Exclusion Statement cannot vote on Resolution 1.It is noted that the chairperson of an annual general meeting, who is a member of the Key Management Personnel or a closely related party of a Key Management Personnel, is able, as a proxy, to vote undirected proxies in the vote on adoption of the remuneration report where the member provides express authorisation for the chairperson to exercise the proxy and the member is not themselves a member of the Key Management Personnel or a closely related party. The Company's Proxy Form has been prepared on this basis and therefore the Chairperson will vote undirected proxies and intends to vote such proxies in favour of Resolution 1.
Voting Exclusion Statement
In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by a member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report, or a closely related party of such a member of the Key Management Personnel (each an "Excluded Member").
"Key Management Personnel" of the Company are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or non-executive) of the Company. A "closely related party" of Key Management Personnel is a term defined in the Corporations Act and includes close family members, such as the children or spouse of the relevant Key Management Personnel, companies that person controls and other members of that person's family who may be expected to influence, or be influenced by, that person in that person's dealings with the Company.
However, the Company will not disregard a vote if:
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(a) it is cast by:
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(i) an Excluded Member (who may include the Chairperson), as a proxy for a member entitled to vote, appointed in writing that specifies how the proxy is to vote on the proposed resolution (i.e. a directed proxy); or
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(ii) the Chairperson, as a proxy for a member entitled to vote, appointed in writing, that does not specify how the proxy is to vote on the proposed resolution (i.e. undirected proxy) where that appointment as proxy expressly authorises the Chairperson to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company or, if the Company is part of a consolidated entity, for the entity; and
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(b) the vote is not cast on behalf of an Excluded Member.
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Cryosite Limited ABN 86 090 919 476
Explanatory Statement
Annual General Meeting 6[th] November 2013
Item 3 and Item 4 - Appointment 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. Further, it also provides that a director appointed to fill a casual vacancy or as an addition to the board is required to retire from office at the next annual general meeting of the Company after such appointment. A director who retires from office for these reasons is eligible to stand for re-election.
Item 3 - Re-election of Director (Resolution 2)
Re-election of Mr Graeme Moore B.App.Sc (Biomed), MHA (Executive Director)
Mr 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. Mr Moore is the Quality and Regulatory Affairs Manager and Chief Operating Officer. Mr Moore joined the Company in July 2005 after a decade with the Australian Red Cross Blood Service. Mr Moore has over 20 years’ experience in biomedical science, manufacture of therapeutic goods, quality management and regulatory affairs. Mr Moore brings expertise in the regulation and manufacture of cellular therapies and process re-engineering to the Company. Mr Moore is also responsible for ensuring that the Company’s systems retain the capacity to meet client’s needs in a constantly changing technological and regulatory environment.
The directors of the Company, other than Mr Moore, unanimously support the re-election of Mr Moore.
The Chairperson of the meeting for the purposes of considering Resolution 2, intends to vote undirected proxies in favour of Mr Moore's re-election.
Item 4 - Re-election of Director (Resolution 3)
Re-election of Ms Christina Boyce (Non-executive Director)
Ms Boyce who was appointed by the directors of the Company since the 2012 AGM, retires in accordance with the Constitution of the Company and being eligible, offers herself for reelection as a director of the Company. Ms Boyce has over 20 years management and consulting experience. Ms Boyce is currently a director of Port Jackson Partners, a consulting firm providing strategic advice to Boards of directors, CEOs and senior managers. Ms Boyce was a senior executive at NBN Co. during its establishment. Prior to this, Ms Boyce worked at McKinsey & Co. for 14 years, where she was a Principal. Ms Boyce has worked extensively with companies on both growth strategy development and business restructuring across a range of industries including retail, telecommunications and consumer goods, both in Australia and overseas.
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Cryosite Limited ABN 86 090 919 476
Explanatory Statement
Annual General Meeting 6[th] November 2013
Ms Boyce holds a Master of Management (with Distinction) from Kellogg Graduate School of Management and holds a Bachelor of Economics from University of Sydney.
The directors of the Company, other than Ms Boyce, unanimously support the election of Ms Boyce.
The Chairperson of the meeting for the purposes of considering Resolution 3, intends to vote undirected proxies in favour of Ms Boyce’s election.
Item 5 – Resignation and Appointment of Auditors (Resolution 4)
Duncan Dovico Chartered Accountants ("current Auditor") has been the external auditor of the Company for four years. During the past 12 months, the legal entity undertaking audit work for the current Auditor, has changed from an Audit Firm to an authorised Audit Company, Duncan Dovico Risk & Assurance Pty Limited, ACN 151 805 275, Registered Auditor Number: 408650 ("new Auditor"). The qualified Auditors working for the Company remain the same.
Resolution 4 is being put to members to approve and give effect to the necessary changes to the auditor required by the Corporations Act following this change.
The Company, as a listed public company, is required to have an auditor appointed for each financial year where audited financial reports are required to be prepared. To resign, a Company's auditor must first obtain consent from Australian Securities & Investments Commission ("ASIC") before the auditor can subsequently send a notice of resignation to the Company. The current Auditor is proposing to resign as a result of the technical change to the audit entity described above. This resignation will only be effective if ASIC consents to the resignation.
Pursuant to section 329(5) of the Corporations Act, the current Auditor applied for consent from ASIC to resign as Auditor of Company on 29 August 2013 ("ASIC Application"). As atthe date of this Notice, consent has not yet been received from ASIC. The ASIC Application specified the proposed date of resignation of the current Auditor as the later of the date Resolution 4 is passed at the Company's Annual General Meeting and the date consent to the ASIC Application is received.
As required under section 328B of the Corporations Act, Khaemet Pty Ltd, ACN 071 929 318, being a member of the Company, has nominated the new Auditor be appointed as auditor of the Company, by notice dated 5th September 2013("Notice of Nomination"). A copy of the Notice of Nomination is annexed to this Explanatory Statement – see Attachment 1, As required under to section 328A(1) of the Corporations Act, a consent to act as Auditor has been received from the new Auditor and that consent has not been withdrawn.
The resolution to be put to the meeting is to appoint the new Auditor as the auditor of the Company subject to the resignation of the current Auditor being effected. If this resolution is passed, the resignation of the current Auditor and subsequent appointment of the new Auditor will be effective on the later of the date Resolution 4 is passed at the Company's Annual
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Cryosite Limited ABN 86 090 919 476
Explanatory Statement
Annual General Meeting 6[th] November 2013
General Meeting or the date consent to the ASIC Application is granted. Representatives of the new Auditor will be available at this upcoming Annual General Meeting to respond to any queries from members.
The directors unanimously recommend that members vote in favour of Resolution 4.
Item 6 – Repeal and adopt Constitution (Resolution 5)
Resolution 5 is a special resolution which will enable the Company to adopt a new constitution.
A company may modify or repeal its constitution by special resolution passed at a meeting of members. That is, a resolution passed by at least 75% of the votes cast by or on behalf of members present and entitled to vote on the resolution.
Since the adoption of the Company's current constitution in 2001, there have been a number of significant amendments to the Listing Rules of ASX Ltd (‘ASX Listing Rules’) and the Corporations Act which shall be incorporated into the Company's constitution. Updating the constitution will provide consistency between the Company’s constitution and the ASX Listing Rules and the Corporations Act.
Given the large number of proposed changes which would have to be made throughout the existing constitution, the Directors believe it is more appropriate to adopt a new constitution than to put to the meeting a resolution proposing a series of amendments to the Company's existing constitution.
A copy of the proposed new constitution has been provided to ASX Ltd prior to despatch of this notice of meeting to members. ASX Ltd has reviewed the proposed new constitution and confirmed that it does not object to the new Constitution.
It is not practical to list all of the changes to the Company's constitution in this Explanatory Statement. However, a copy of the proposed new constitution is available for review by members:
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(a) at the office of the Company;
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(b) on the Company’s website;
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(c) at the Company's Annual General Meeting, and
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(d) on request by a member prior to this meeting to be sent by post free of charge.
Importantly, the changes to the constitution do not alter any rights or obligations of any member of the Company.
Members are invited to contact the Company if they have any queries or concerns.
If Resolution 5 is passed, the proposed new constitution will apply with effect from the close of the Annual General Meeting.
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Cryosite Limited ABN 86 090 919 476
Explanatory Statement
Annual General Meeting 6[th] November 2013
The directors unanimously recommend that members vote in favour of Resolution 5.
Questions and Comments
The Chairperson will give members a reasonable opportunity to ask questions about or comment on the Items of Business and Resolutions.
VOTING INSTRUCTIONS
Entitlement to vote
For the purposes of the Corporations Regulation 7.11.37, the Board has determined that in relation to the Annual General Meeting being convened by this Notice and the entitlement to attend and vote at the meeting, shares will be taken to be held by the persons who are registered holders at 7.00 pm (Sydney time) on 4 November 2013.
Accordingly share transfers registered after that date will be disregarded in determining entitlements to attend and vote at the meeting.
Voting by proxy
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A member entitled to attend and vote, is entitled to appoint a proxy.
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A member who is entitled to cast two or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy appointed is entitled to exercise. If a member appoints 2 proxies and the appointment does not specify the proportion or number of a Member's votes each proxy may exercise, each proxy may exercise half the votes.
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Appointment of a proxy by a member who is a corporation must be under its common seal or the hand of its attorney or the hand of a person duly authorised by the corporation.
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A proxy need not be a member.
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To be effective, the proxy form must be received by the Company at an address given below not less than forty-eight (48) hours prior to the time for holding the meeting (i.e. by no later than 10:30 am on Monday 4 November 2013 ).
by mail: Cryosite Limited, C/- Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235 Australia
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by fax: +61 2 9287 0309
by hand: delivering it to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138
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Cryosite Limited ABN 86 090 919 476
Explanatory Statement
Annual General Meeting 6[th] November 2013
- by online: www.linkmarketservices.com.au
Members should refer to the proxy form for further instructions on appointing a proxy.
Directing your proxy
When appointing a proxy, members can choose to direct the proxy as to how to vote on each resolution.
If a member directs the proxy (i.e. a directed proxy), by marking either For , Against or Abstain on the proxy form for a resolution, the proxy must vote in that manner regardless of who is appointed as proxy.
We strongly recommend you direct your proxy on each Resolution.
If a member does not direct the proxy as to how to vote (i.e. an undirected proxy), the proxy appointed by the member may vote as he or she thinks sees fit, subject to the following:
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(a) if the Chairperson is appointed as proxy, the Chairperson will vote undirected proxies in the following way on the resolutions as put to this Annual General Meeting:
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(i) in favour of Resolution 1[*] ;
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(ii) in favour of Resolution 2;
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(iii) in favour of Resolution 3;
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(iv) in favour of Resolution 4; and
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(v) in favour of Resolution 5
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(b) if any member of the Company's Key Management Personnel whose remuneration details are included in the Remuneration Report, or any of their closely related parties, except the Chairperson, is appointed as proxy, that person will not vote your proxy on the following resolutions as put to the meeting:
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*(i) Resolution 1.
'Key Management Personnel' of the Company are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or non-executive) of the Company. A 'closely related party' of Key Management Personnel is a term defined in the Corporations Act and includes close family members, such as the children or spouse of the relevant Key Management Personnel, companies that person controls and other members of that person's family who may be expected to influence, or be influenced by, that person in that person's dealings with the Company.
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Cryosite Limited ABN 86 090 919 476
Explanatory Statement
Annual General Meeting 6[th] November 2013
The above information on directing your proxy should be read together with any Voting Exclusion Statement relevant to a particular resolution as the Voting Exclusion Statement for a particular resolution might mean that the proxy vote must be disregarded.
Corporate Representatives attending
If your holding is registered in a company name and you would like to attend the meeting (and do not intend to return a proxy form), please present to the meeting a duly completed Certificate of Appointment of Corporate Representative to enable you to attend and vote at the Annual General Meeting. Alternatively, contact the Company's share registry, Link Market Services Limited, investor enquiries (1300 554 474 or +61 2 8280 7111), who will forward to you a form for completion.
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Cryosite Limited ABN 86 090 919 476
Explanatory Statement
Annual General Meeting 6[th] November 2013
ATTACHMENT A
September 12, 2013
Board of Directors c/- Company Secretary Cryosite Limited 13a Ferndell Street South Granville NSW 2142
Cryosite Board of Directors
Re: Nomination of Auditor
Pursuant to subsection 328B(1) of the Corporations Act, I nominate Duncan Dovico Risk & Assurance Pty Limited, ACN 151 805 275, to be appointed as the Auditor of Cryosite Limited at the Annual general Meeting to be held on 6 November 2013.
Khaemet Pty. Ltd is shareholder of Cryosite limited.
Yours faithfully,
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Gordon Milliken Director Khaemet Pty. Ltd. ACN 071 929 318
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LODGE YOUR VOTE
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Cryosite Limited
ABN 86 090 919 476
www.linkmarketservices.com.au
ONLINE
By mail: Cryosite Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia
[By fax:][ +61 2 9287 0309]
All enquiries to: Telephone: +61 1300 554 474
X99999999999
X99999999999
SHAREHOLDER PROXY FORM
I/We being a member(s) of Cryosite Limited and entitled to attend and vote hereby appoint:
STEP 1 APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the Meeting as your proxy, of the Meeting please write the name of the person or body corporate (excluding the (mark box) registered shareholder) you are appointing as your proxy. I/we appoint the Chairman of the Meeting as an alternate proxy to the person named.
If no person/body corporate is named, the Chairman of the Meeting, is appointed 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 10:30am on Wednesday, 6 November 2013, at the Company’s offices at 13a Ferndell Street, South Granville, New South Wales, 2142, Australia and at any adjournment or postponement of the Meeting in accordance with the Voting Directions set out as Step 2 of this form (or if no directions have been given, as the proxy sees fit). If the Chairperson is appointed as my/our proxy under this form, then I/we expressly authorise the Chairperson of the Meeting to exercise my/our proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel and acknowledge that the Chairperson of the Meeting intends to vote undirected proxies in favour of all Resolutions. If you do not wish for your vote to be cast in this way, you should direct your proxy how to vote, in particular, on Resolution 1.
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 | VOTING DIRECTIONS | |||||
|---|---|---|---|---|---|---|---|
| ORDINARY BUSINESS | For | Against Abstain ORDINARY BUSINESS* |
For | Against Abstain* |
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| Resolution 1 | Resolution 4 | ||||||
| Remuneration Report Resolution 2 |
Resignation and appointment of Auditors |
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| Re-election of director: | |||||||
| Mr Graeme Moore | SPECIAL BUSINESS | ||||||
| Resolution 3 | Resolution 5 | ||||||
| Re-election of director: | Adoption of a new Constitution | ||||||
| Ms Christina Boyce |
IMPORTANT NOTE
If the Chairperson of the Meeting is appointed as your proxy under this form, and you do not direct your proxy how to vote in Step 2, please read the important note below.
Please note that if the Chairperson is appointed as your proxy under this form and you do not direct your proxy how to vote in respect of a resolution to be put to the Meeting:
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the Chairperson will vote as he sees fit; and
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you are expressly authorising the Chairperson to exercise your proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; and
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you acknowledge that the Chairperson intends to vote in favour of Resolution 1.
If you do not wish your vote to be cast in this way, you should direct your proxy how to vote, in particular, on Resolution 1.
* 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 PRX301R
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 appoint someone other than the Chairman of the Meeting as your proxy, you will also be appointing the Chairman of the Meeting as your alternate proxy to act as your proxy in the event the named proxy does not attend the meeting.
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. The appointment of the Chairman of the Meeting as your alternate proxy also applies to the appointment of the second proxy.
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 10:30am on Monday, 4 November 2013, 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:
ONLINE
www.linkmarketservices.com.au
Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).
by mail:
Cryosite Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia
by fax:
+61 2 9287 0309
by hand:
delivering it to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138.
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.