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DATA#3 LIMITED AGM Information 2006

Sep 28, 2006

64791_rns_2006-09-28_4283fa6d-3fbb-4c50-97d6-3069595bb79a.pdf

AGM Information

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NOTICE OF ANNUAL GENERAL MEETING

Data*3 Limited ABN 31 010 545 267

The Annual General Meeting of Data*3 Limited ("Data*3", the "company") will be held at 10:30am on Wednesday 8 November 2006 at Level 2, Data*3 Centre, 80 Jephson Street, Toowong, Brisbane.

ORDINARY BUSINESS

    1. To receive and consider the financial report, directors' report and independent audit report for the year ended 30 June 2006.
    1. To adopt the remuneration report for the year ended 30 June 2006. (Note - the vote on this item is advisory only and does not bind the directors or the company).

EXPLANATORY NOTES

Item 1 - Receive and consider the financial report, directors' report and independent audit report

This item provides an opportunity for shareholders to raise questions on the reports themselves and on the performance of the company generally.

Item 2 - Adoption of remuneration report (ordinary resolution)

The remuneration report is set out on pages 23-26 of the company's 2006 Annual Report.

This report:

  • explains the principles used to determine the nature and amount of remuneration paid to key management personnel of Data*3 and its subsidiaries
  • explains the link between the remuneration of key management personnel and Data*3's performance
  • provides details of the actual remuneration elements paid to key management personnel $\bullet$
  • provides a summary of the terms of employment of the Managing Director and other key management personnel
  • provides details of any share-based compensation offered to key management personnel.

A reasonable opportunity will be provided for discussion of the remuneration report at the meeting.

The board unanimously recommends that shareholders vote in favour of this item.

Retirement of director

Graham Clark retires in accordance with Rule 5.1 of the company's Constitution and has decided not to stand for re-election. Graham has been a director of Data*3, its subsidiaries and its predecessor, Powell Clark and Associates, since 1977. The Board wishes to express its considerable gratitude to Graham for the exceptional contribution he has made in founding and developing the business over the past 29 years.

The Board intends to appoint another independent non-executive director during the coming year.

Dated this 22nd day of September 2006. By order of the Board

Bremner Hill Company Secretary

DETERMINATION OF ENTITLEMENT TO ATTEND AND VOTE

For the purposes of the meeting, shares in the company will be taken to be held by the persons who are registered as shareholders as at 7:00pm (Sydney time) on Monday 6 November 2006.

PROXIES

If you are a shareholder entitled to attend and yote, you may choose to appoint one or two proxies. If you want to appoint one proxy, please use the form provided. If you want to appoint a second proxy, an additional proxy form may be obtained from the Data*3 share registry (refer to the contact details below) or you may copy the proxy form.

To be effective, the proxy form must be received no later than 48 hours before the commencement of the meeting.

Please refer to the enclosed proxy form for completion and lodgment instructions.

ADMISSION TO MEETING

Shareholders who will be attending the meeting, and not appointing a proxy, are asked to bring the proxy form to the meeting to facilitate prompt admission.

Shareholders who will not be attending the meeting are encouraged to complete and return the proxy form for each of their holdings of Data*3 shares.

If necessary a replacement proxy form may be obtained from the Data*3 share registry (refer to the contact details below).

OUESTIONS AND COMMENTS BY SHAREHOLDERS AT THE MEETING

In accordance with the Corporations Act 2001, a reasonable opportunity will be given to shareholders to ask questions about or make comments on the management of Data*3 at the meeting.

Similarly, a reasonable opportunity will be given to shareholders to ask Data*3's external auditor, Johnston Rorke, questions relevant to:

  • a) the conduct of the audit:
  • b) the preparation and content of the auditor's report:
  • c) the accounting policies adopted by Data*3 in relation to the preparation of its financial statements; and
  • d) the independence of the auditor in relation to the conduct of the audit.

Shareholders may also submit a written question to Johnston Rorke if the question is relevant to the content of Johnston Rorke's audit report or the conduct of its audit of Data*3's financial report for the year ended 30 June 2006. Relevant written questions for Johnston Rorke must be received no later than 5:00pm (Sydney time) on Tuesday 31 October 2006. A list of any such questions will be made available to shareholders attending the meeting, and Johnston Rorke will either answer the questions or table written responses at the meeting. If written responses are tabled at the meeting they will be made available to shareholders as soon as practicable after the meeting.

Please send any written questions for Johnston Rorke:

  • to Data*3's share registry refer to the contact details below; or
  • to Data*3 by fax: 1300 32 82 32, or by Email: [email protected]

by no later than 5:00pm (Sydney time) on Tuesday 31 October 2006.

CONTACT DETAILS FOR SHARE REGISTRY

Link Market Services Limited Locked Bag A14 SYDNEY SOUTH NSW 1235

Telephone: (02) 8280 7454 Fax: (02) 9287 0303 Fmail: [email protected]