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DATADOT TECHNOLOGY LIMITED — AGM Information 2012
Oct 1, 2012
64764_rns_2012-10-01_23bdfb81-9fb8-4c44-a643-9230ff232ff6.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, 2 November 2012
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 2012.
1 Re-election of Director – Alison Coutts
To consider, and if thought fit, to pass the following resolution as an ordinary resolution :
“That Ms Alison Coutts, who retires by rotation in accordance with the Company’s constitution and, being eligible, offers herself for re-election, be re-elected as a Director of the Company.”
2 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 2 by or on behalf of a member of the Key Management Personnel of the Company (including Directors) (“ KMP ”), or their Closely
Related Parties. However, the Company need not disregard a vote cast by a KMP or Closely Related Party of the KMP if:
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(a) the person is acting as proxy and the proxy form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or
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(b) the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of a member of the KMP.
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 31 October 2012.
Boardroom Pty Limited (hand deliveries)
Boardroom Pty Limited (postal deliveries)
Boardroom Pty Limited Level 7 207 Kent St Sydney NSW 2000 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 31 October 2012. 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
28[th] September 2012
DATADOT TECHNOLOGY LIMITED
ACN 091 908 726
EXPLANATORY MEMORANDUM
This Explanatory Memorandum relates to the Annual General Meeting of the Company to be held at Conference Room 1, Level 6, University of NSW City Campus, 1 O’Connell St Sydney on Friday, 2 November 2012 at 10.00 a.m.
Financial Report and Reports of the Directors and Auditors
This item allows shareholders the opportunity to consider the Financial Report, Directors’ Report and Auditor’s Report of the Company. Under Section 317 of the Corporations Act the Company is required to lay these 3 reports, together comprising the Company’s Annual Report, before its shareholders at its Annual General Meeting.
Resolution 1: Re-election of Alison Coutts
Under ASX Listing Rule 14.4 a Director, other than the Managing Director, must not hold office (without re-election) past the third annual general meeting following the Director’s appointment or 3 years, whichever is longer.
Under Regulation 6.4 of the Company’s Constitution one-third of the Company’s Directors, other than the Managing Director and not including a Director appointed by the remaining Directors, or the number nearest to but not exceeding one-third, must retire after 3 years or at the third annual general meeting following the Director’s appointment, unless re-elected.
Resolution 1 provides for the re-election of Alison Coutts as Director of the Company in accordance with Listing Rule 14.4 and Regulation 6.4 of the Company’s Constitution.
Ms Coutts joined the Board as a non-executive Director on 1 July 2010. Ms Coutts has degrees in Chemical Engineering and Business Administration, a Graduate Diploma in Biotechnology and extensive experience across a number of industry sectors and disciplines. This includes international engineering project management with Bechtel Corporation in the UK, USA and NZ, strategy consulting, management training and organisational structuring with Boston Consulting Group, and executive search with Egon Zehnder. Ms Coutts is formerly Chair of CSIRO’s Health Sector Advisory Council. She is a member of the Audit and Risk Management Committee and a member of the Remuneration and Nomination Committee.
The Board, other than Ms Coutts, recommends the reappointment of Ms Coutts as a director.
Resolution 2: Remuneration Report
Resolution 3 provides shareholders the opportunity to vote on the Company’s Remuneration Report. Under Section 250R(2) of the Corporations Act, the Company must put the adoption of its Remuneration Report to the vote at the Annual General Meeting. The Remuneration Report is contained in the Directors’ report.
Section 250R(3) of the Corporations Act provides that Resolution 3 is advisory only and does not bind the Directors or the Company, and a failure of shareholders to pass Resolution 3 will not require the Directors to alter any arrangements in the Remuneration Report.
The Chairman will allow reasonable opportunity for shareholders as a whole to ask about, or make comments on the Remuneration Report.
The Chairman intends to exercise all undirected proxies in favour of Resolution 3. If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 3, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman’s intention.
Glossary
In this Notice and Explanatory Memorandum:
$ means Australian Dollars.
ASX means ASX Limited ACN 008 624 691, and where the context permits the Australian Securities Exchange operated by ASX.
Auditor’s Report means the auditors report in the Financial Report.
Board means the board of Directors.
Chair or Chairman means the person appointed to chair the Meeting convened by this Notice.
Constitution means the constitution of the Company as at the commencement of the Meeting.
Corporations Act means Corporations Act 2001 (Cth).
Director means a director of the Company.
Director’s Report means the annual directors’ report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities.
Explanatory Memorandum means the explanatory memorandum attached to the Notice.
Financial Report means the annual financial report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities
Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.
Meeting means the meeting to which this Notice relates.
Listing Rules means the listing rules of ASX.
Notice means this notice of meeting.
Proxy Form means the proxy form attached to the Notice.
Shareholder means a shareholder of the Company.
Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.