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DEVELOP GLOBAL LIMITED — Proxy Solicitation & Information Statement 2008
May 8, 2008
64801_rns_2008-05-08_b746aed5-3c5c-4218-af87-9dad2ed2f6f7.pdf
Proxy Solicitation & Information Statement
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JUTT HOLDINGS LIMITED - ABN 28 122 180 205 PROXY FORM
TIME : 10.00am (WST)
DATE : 9 June 2008
PLACE : Level 1 35 Richardson Street WEST PERTH WA
To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to Jutt Holdings Limited, c/o PO Box 8694, Armadale, VIC 3143;
(b) hand to Suite 1, 1233 High Street, Armadale, Victoria; or
- (c) facsimile to the Company on facsimile number +61 (0)3 9923 6418,
so that it is received not later than 10.00am (WST) on 7 June 2008.
Proxy forms received later than this time will be invalid.
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 6424 9189.
PROXY FORM (Fax to +61 (0)3 9923 6418)
APPOINTMENT OF PROXY JUTT HOLDINGS LIMITED ABN 28 122 180 205
GENERAL MEETING
I/We
being a member of Jutt Holdings Limited entitled to attend and vote at the General Meeting, hereby
Appoint
Name of proxy OR
Mark this box if you wish to appoint the Chair of the General Meeting as your proxy
or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at 10.00am (WST), on 9 June 2008 at Level 1, 35 Richardson Street, West Perth, Western Australia, and at any adjournment thereof.
If no directions are given, the Chair will vote in favour of all the Resolutions.
Voting on Business of the General Meeting Resolution 1 – Election of Director – Ivor Findlay Resolution 2 – Election of Director – David Archibald Resolution 3 – Removal of Director – Charles Morgan Resolution 4 – Removal of Director – Ayaz Khan Resolution 5 – Ratification of Prior Issue – Placement Shares Resolution 6 – Ratification of Prior Issue – Options Resolution 7 – Issue of Director Options
FOR AGAINST ABSTAIN
OR
If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 5 to 7 please place a mark in this box.
By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 5 to 7 and that votes cast by the Chair of the General Meeting for Resolutions 5 to 7 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 5 to 7 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 5 to 7.
If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.
If two proxies are being appointed, the proportion of voting rights this proxy represents is
Signed this day of 2008
%
By:
Individuals and joint holders Companies (affix common seal if appropriate) Signature Director Signature Director/Company Secretary Signature Sole Director and Sole Company Secretary
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JUTT HOLDINGS LIMITED ABN 28 122 180 205
Instructions for Completing ‘Appointment of Proxy’ Form
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A member entitled to attend and vote at an General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.
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Where a member’s holding is in one name the holder must sign. Where the holding is in more than one name, all members should sign.
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Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under a power of attorney, the power of attorney must be lodged in like manner as this Proxy Form.
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Corporate members should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
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2 directors of the company;
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a director and a company secretary of the company; or
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for a proprietary company that has a sole director who is also the sole company secretary – that director.
For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.
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Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.
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To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
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(d) post to Jutt Holdings Limited, c/o PO Box 8694, Armadale, VIC 3143;
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(e) hand to Suite 1, 1233 High Street, Armadale, Victoria; or
-
(f) facsimile to the Company on facsimile number +61 (0)3 9923 6418,
so that it is received not later than 10.00am (WST) on 7 June 2008.
Proxy forms received later than this time will be invalid.
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