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DUBBER CORPORATION LIMITED Proxy Solicitation & Information Statement 2007

Jul 19, 2007

64795_rns_2007-07-19_cf9e3048-8806-46b3-81ea-88036a3c9cd2.pdf

Proxy Solicitation & Information Statement

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20 July 2007

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The Manager Company Announcements Office Australian Stock Exchange Limited 4[th] Floor, 20 Bridge Street SYDNEY, NSW, 2000, AUSTRALIA

Dear Sirs,

Notice of Extraordinary General Meeting

Please find attached a copy of the Notice of Extraordinary General Meeting of the Shareholders that is being despatched today for a meeting to be held on Wednesday 22 August 2007 at 10.00am (WST) at the offices of the Company at 1/127 Grandstand Road, Ascot, Western Australia.

Enquiries can be directed to Ken Richards, Managing Director or Trevor Clohessy Chairman on (08) 9277 9099 or alternatively by email at [email protected].

For and behalf of

OLEA AUSTRALIS LIMITED

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Stephen Rohde COMPANY SECRETARY

1/127 GRANDSTAND ROAD, ASCOT, WESTERN AUSTRALIA 6104 PO BOX 200, CLOVERDALE, WESTERN AUSTRALIA 6985

TEL: +618 9277 9099 FAX: +618 9277 9080 EMAIL: [email protected] WEB: www.oleaaustralis.com.au ABN 64 089 145 424

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OLEA AUSTRALIS LIMITED ABN 64 089 145 424

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting of the Shareholders of Olea Australis Limited (the Company) will be held at the offices of the Company at Unit 1/127 Grandstand Road, Ascot, Western Australia, on Wednesday 22 August 2007 commencing at 10.00 AM (Western Standard Time).

If you are unable to attend the Meeting, you are encouraged to complete and return the enclosed proxy form. The completed proxy form must be received at Olea Australis Limited’s registered office, Unit 1/127 Grandstand Road Ascot, WA 6104 , or P.O. Box 200 Cloverdale WA 6985 or by facsimile to 08 9277 9080 by no later than 10.00 AM (Western Standard Time) on 20 August 2007.

Shareholders should read the Explanatory Memorandum which accompanies and forms part of this Notice, in full.

AGENDA

The following resolutions to be considered at the Meeting are explained in the attached Explanatory Memorandum.

ORDINARY BUSINESS

Resolution 1 – Issue of Shares to Mr Anthony Marwick – A Director of the Company

To consider, and if thought fit, pass the following resolution as an ordinary resolution :

  • " That for the purposes of Listing Rule 10.11 of the Listing Rules of the Australian Stock Exchange Limited and section 208 of the Corporations Act and for all other purposes, shareholders hereby approve for the Company to allot and issue 11,111,111 fully paid ordinary shares in the Company at a price of 1.8 cents each, to Mr Anthony Marwick, a Director of the Company .”

Voting Exclusions

The Company will disregard any votes cast on this resolution by Mr Marwick and by any associate of Mr Marwick. However, the Company, need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the meeting on the date, time and place set out above.

Proxies

In accordance with section 252V of the Corporations Act, Shareholders are advised that:

  • each Shareholder of the Company who is entitled to attend and cast a vote has a right to appoint a proxy to attend and vote for the Shareholder at the Meeting;

  • if a Shareholder is entitled to cast 2 or more votes that Shareholder may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportions or number is not specified, each proxy may exercise half of the votes; and

  • a proxy need not be a Shareholder of the Company.

In accordance with section 252Z of the Corporations Act, Shareholders are advised that for the purposes of receipt of proxy forms, proxy forms must be:

  • (1) received at Olea Australis Limited’s registered office, Unit 1/127 Grandstand Road, Ascot WA 6104 or P.O. Box 200 Cloverdale WA 6985 ; or

  • (2) received by facsimile to Company Secretary at facsimile number: 08 9277 9080 no later than 10.00 AM (Western Standard Time) on 20 August 2007.

page 1

OLEA AUSTRALIS LIMITED ABN 64 089 145 424

NOTICE OF EXTRAORDINARY GENERAL MEETING

A proxy form is enclosed with this Notice of Meeting.

Entitlement to Vote

For the purpose of determining the voting entitlements at the meeting, the directors have determined that shares in the Company will be taken to be held by the registered holders of those shares at 10.00 am (WST) on Monday, 20 August 2007.

Incorporation into Notice of Meeting of Explanatory Memorandum

The Explanatory Memorandum to Growers is hereby incorporated into, and forms part of, this Notice of Meeting.

By Order of the Board of OLEA AUSTRALIS LIMITED

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Stephen Rohde COMPANY SECRETARY

Dated 18 July 2007

page 2

OLEA AUSTRALIS LIMITED EXPLANATORY MEMORANDUM

1 Introduction

This Explanatory Statement and all attachments are important documents. They should be read carefully. This Explanatory Statement forms part of and should be read in conjunction with the accompanying notice of Extraordinary General Meeting.

2 Proposed resolution 1 Issue of Shares to Mr Anthony Marwick – A Director of the Company.

2.1 Reasons for Resolutions

Resolution 1 seeks Shareholder approval for a director, Mr Anthony Marwick, to be issued shares in the Company. As Mr Marwick is a director of the Company, it is required by the ASX Listing Rules to obtain Shareholder approval.

2.2 Corporations Act and ASX Listing Rules Information

The maximum number of Shares to be issued by the Company is 11,111,111;

The allottee of the Shares is an associate of Mr Marwick;

The shares will be fully paid ordinary shares in the capital of the company and will rank equally in all respects with the Company’s current issued Shares;

The Shares will be issued at a price of 1.8 cents per share, being the same issue price of Shares issued by the Company on 29 June 2007 and the same price as the recently completed rights issue to all shareholders;

The Shares are expected to be issued in late August 2007, immediately after shareholder approval has been obtained and in any event not later than one month after the date of this Meeting;

The funds raised by the issue of Share to Mr Marwick will be used by the Company for working capital purposes.

2.3 Other Director’s Recommendation

The board of Olea Australis Limited, other than Mr Marwick, believes that the issue is in the best interests of the Company, and therefore recommends Shareholders vote in favour of the resolution.

2.4 ASX Share price of Olea Australis Limited

Olea Australis Limited has traded in the range of 1.7 cents to 3.0 cents over the preceding 12 months. It last traded at 1.7 cents

3 Glossary

WST means Western Standard Time;

ASIC means the Australian Securities and Investments Commission; ASX means Australian Stock Exchange Limited, or the stock market operated by it; Associate has the meaning given in the Corporations Act; Corporations Act means the Corporations Act 2001 (Cth); Explanatory Memorandum means this explanatory memorandum; Shareholder means a holder of an interest in the Company;

Meeting means the meeting of Shareholders of the Company convened by the Notice of Extraordinary General Meeting to which this Explanatory Memorandum relates; Notice of Meeting means the notice of meeting accompanying this Explanatory Memorandum; Olea or the Company means Olea Australis Limited ACN 089 145 424, a company listed on the ASX;

Olea Australis Group or Group means Olea and each of its controlled companies, including the Responsible Entity and Dandaragan Olive Groves Pty Ltd (ACN 098 315 372); Olea Shares means fully paid ordinary shares in the share capital of Olea; Olea Shareholders means holders of Olea Shares.

OLEA AUSTRALIS LIMITED ABN 64 089 145 424

PROXY FORM

PLEASE COMPLETE IN BLOCK LETTERS

I/We, of

being a shareholder of Olea Australis Limited hereby appoint:

(name of proxy)

of

or failing him/her, or if no person is named, the Chairman of the meeting of Shareholders as my proxy to represent and to vote on my behalf at the Extraordinary Meeting of Shareholders, to be held at 10.00 AM on 22 August 2007 at the Company’s Offices , Unit 1/127 Grandstand Road, Ascot W.A. 6104 and at any adjournment thereof.

The Chairman's voting intentions in relation to undirected proxies are:

The Chairman intends to vote in favour of the proposed resolution in relation to undirected proxies.

If the Chairman is appointed as your proxy, or may be appointed by default, and you do NOT wish to direct your proxy how to vote, please place a mark in the box.

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and that votes cast by him 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, then the Chairman will not cast your votes on the resolution/s, and your votes will not be counted in calculating the required majority if a poll is called on the resolutions.

If you wish to appoint two proxies, state the percentage or number
of your votes applicable to this form.
Proportion
of votes
%
or
Number of
votes
%

If you wish to direct your proxy how to vote, please mark in the appropriate box below with an �. Otherwise your proxy may vote as he or she thinks fit or abstain from voting.

If you mark the Abstain box, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your Shares are not to be counted in computing the required majority on a poll.

Business For Against Abstain Resolution 1 – Issue of Shares to Mr Anthony Marwick – A Director of the � � � Company Dated this __ day of ______ 2007

Sign here
All individuals and Joint holders must sign Companies

Common Seal

_____ Signature _____ Director

Signature Director/Company secretary

Signature

Sole Director and Sole Company Secretary

Instructions for completing Proxy Form

  1. You need to insert the name of the person you wish to appoint as proxy. A proxy need not be a Shareholder of the Company. However, Shareholders cannot appoint themselves.

  2. The Chairman of the meeting will act as your proxy if no proxy is named or if your appointed proxy fails to attend the meeting.

  3. The Notice of Extraordinary General Meeting and Explanatory Memorandum included with this document has details about the agenda item. If you wish to direct your proxy how to vote, place an � mark in the appropriate box. If a mark is placed in a box your total share holding will be voted in that manner. The vote will be invalid if a mark is made in more than one box. You may choose to split your vote by marking an � in the box indicated and inserting the number of Shares you wish to vote in the appropriate boxes. In this case the vote will be invalid if the total number of Shares shown in the 'for', 'against' and 'abstain' boxes is more than your total Share holding on the register of Shareholders.

  4. You are entitled to appoint no more than two proxies to attend the meeting and vote. If you wish to appoint more than one proxy you may copy this form or obtain an additional proxy form by contacting the company secretary. Both proxy forms should be completed with the nominated percentage or number of your voting rights on each. If 2 proxies are appointed but the appointment does not specify the proportion or number of the Shares voting rights which each proxy exercises, the Corporations Act provides that each proxy may exercise half of the Shareholder's votes.

  5. Every Shareholder present in person, or by one proxy, shall on a show of hands have one vote. Where a Shareholder is represented by two proxies, neither proxy shall be entitled to a vote on a show of hands. On a poll, every Shareholder present in person or by proxy, attorney or representative shall have one vote for each Share held.

  6. This Proxy Form must be signed by the Shareholder(s) or, if a corporation, executed in accordance with section 127 of the Corporations Act or under the hand of an officer or attorney duly authorised in writing.

If this Proxy Form is signed by a person who is not a registered Shareholder then the relevant authority must either have been exhibited previously with the Company or be enclosed with this Proxy Form.

  1. This Proxy Form and the power of attorney or other authority (if any) under which the Proxy Form is signed, or a notarially certified copy of that power or authority, must be:

  2. (1) received at Unit 1/127 Grandstand Road, Ascot WA 6104 , or P.O. Box 200 Cloverdale WA 6985 or

  3. (2) received by facsimile on 08 9277 9080 ,

no later than 10.00 AM (Western Standard Time) on 20 August 2007 .