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DATADOT TECHNOLOGY LIMITED — AGM Information 2011
Sep 28, 2011
64764_rns_2011-09-28_90b49f67-ec27-4f8f-ae70-fe4f73ca49c9.pdf
AGM Information
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DATADOT TECHNOLOGY LIMITED
ACN 091 908 726
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting of members of DataDot Technology Limited ( Company ) is to be held for the purpose of conducting the business of the meeting as itemised.
Venue:
Conference Room 1 Level 6 University of NSW City Campus 1 O’Connell St Sydney New South Wales 2000 (corner of O’Connell and Bent Streets)
Date: Friday, 4 November 2011
Time: 10.00 a.m.
BUSINESS OF THE MEETING
Financial Statements and Reports
To receive and consider the Financial Statements and Reports of the Directors and Auditor for the financial year ended 30 June 2011.
1 Re-election of Director – Bruce Rathie
To consider, and if thought fit, to pass the following resolution as an ordinary resolution
“That Mr Bruce Rathie, who retires by rotation in accordance with the Company’s constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company.”
2 Constitutional Amendments
To consider, and if thought fit, to pass the following resolution as a special resolution :
That the Constitution of the Company be hereby amended as follows:
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- In Rule 1.2(a) delete the definitions of “ASTC Regulated Transfer” and “ASTC Settlement Rules”, and substitute:
proper ASTC Transfer has the same meaning as that term under the Corporations Regulations 2001 (Cth);
ASX Settlement Operating Rules means the operating rules of the ASX Settlement Pty Ltd (ACN 008 504 532) and, to the extent they are applicable, the operating rules of ASX Clear Pty Ltd (ACN 001 315 503).
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Replace the expression “ASTC Settlement Rules” wherever it appears with “ASX Settlement Operating Rules”.
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Replace the expression “an ASTC Regulated Transfer” wherever it appears with “a proper ASTC Transfer”.
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Delete Rule 5.7, and substitute:
Except in the case of any resolution which as a matter of law requires a special majority, questions arising at a general meeting must be decided by a majority of votes cast by the members in accordance with Rule 5.8 and any such decision is for all purposes a decision of the members.
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Delete Rule 5.8(a) and substitute:
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(a) at meetings of members or classes of members each member entitled to attend and vote may:
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(i) attend and vote in person or by proxy, representative or attorney or by other appointee envisaged in Rule 4.4 or 5.8(f); or
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(ii) where the Directors so determine, vote by electronic or other means at that meeting. Any vote so admitted is referred to as a “direct vote”. The Directors may, in their absolute discretion, determine the means by which a direct vote may be cast and, without limiting the means for voting that may be determined by the Directors, a direct vote may include a vote delivered to the Company by:
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(A) post;
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(B) fax; or
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(C) other electronic means, and
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(D) if the Directors determine that a member may give a direct vote, the notice convening the meeting must specify the form, method and timing of giving such a direct vote.
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Delete the heading of Part 8, and substitute “Part 8 - Distributions and Dividends”.
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Delete Rule 8.1(a), substitute:
Subject to this Constitution, the Act, Listing Rules and any preferential, special, deferred or other rights with which any shares may be issued or may from time to time be held, the Directors may from time to time declare such dividends to be paid to members as appear to the Directors to be justified by the profits of the Company.
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- Insert new Rule 8.1(b) (with subsequent paragraphs (b) to (g), inclusive being renumbered (c) to (h) inclusive:
The Directors when declaring a dividend may to the extent permitted by law, direct that the dividend be payable either generally or to particular member wholly or partly out of any particular source.
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- Delete Rule 8.6(a) and substitute:
Any dividend, interest or other money payable in cash in respect of shares may be paid by cheque sent through the post, at the sole risk of the intended recipient, directed to:
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(i) the address of the holder as shown in the register or, in the case of joint holders, to the address shown in the register as the address of the joint holder first named in that register; or
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(ii) to such other address as the holder or joint holders in writing directs or direct; or
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(iii) by electronic funds transfer to an account nominated in writing by the member or joint holders and acceptable to the Company.
Note: In order to be adopted as a special resolution, in accordance with section 137 of the Corporations Act this resolution must be passed by at least 75% of votes cast by shareholders of the Company entitled to vote on the resolution and who vote at the meeting in person, by proxy, attorney or representative.
3 Remuneration Report
To consider, and if thought fit, to pass the following resolution as an ordinary resolution
“In accordance with Section 250R of the Corporations Act, the Company adopts the Remuneration Report as set out in the Directors’ Report.”
Voting Exclusion Statement
The Company will disregard any votes on Resolution 3 by or on behalf of a member of the Key Management Personnel of the Company (including Directors) (“ KMP ”), or their closely related parties, as well as any undirected votes given to a KMP as proxyholder. However, the Company need not disregard a vote cast by a KMP or closely related party of the KMP where the vote is cast as a proxy and the proxy appointment specifies how the proxy is to vote.
Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.
Other Information
The Explanatory Memorandum accompanies and forms part of this notice.
All Shareholders should read the Explanatory Memorandum carefully and in its entirety. Shareholders who are in doubt regarding any part of the business of the Annual General Meeting should consult their financial or legal adviser for assistance.
Voting by Proxy
Any Shareholder of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of that Shareholder.
The proxy does not need to be a shareholder of the Company. A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or
number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder’s votes.
Proxies must be:
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(a) lodged at the Company’s share registry, Boardroom Pty Limited; or
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(b) faxed at the fax number specified below.
not later than 10am (Sydney time) on Wednesday 2 November 2011.
Boardroom Pty Limited (hand deliveries)
Boardroom Pty Limited Level 7 207 Kent St Sydney NSW 2000
Boardroom Pty Limited (postal deliveries) Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001
Fax number for lodgment 02 9290 9655
A form of proxy is provided with this notice.
Entitlement to Vote
In accordance with Section 1074E(2)(g)(i) of the Corporations Act and Regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the meeting all shares will be taken to be held by the persons who held them as registered Shareholders at 7.00 pm (Sydney time) on Wednesday 2 November 2011. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.
By Order of the Board DataDot Technology Limited
Graham Loughlin Company Secretary
29[th] September 2011