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ECS BOTANICS HOLDINGS LTD — AGM Information 2011
Oct 23, 2011
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AGM Information
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==> picture [182 x 40] intentionally omitted <==
**ANITTEL
GROUP
LIMITED NOTICE
OF
ANNUAL
GENERAL
MEETING**
Notice
is
hereby
given
that
the
2011
Annual
General
Meeting
of
Anittel
Group
Limited
ACN
009 805
298
will
be
held
at
the
registered
office
of
Anittel
Group
Limited,
Level
10,
132
Arthur Street,
North
Sydney,
NSW,
2060
on
Thursday,
24
November
2011
at
11:00
a.m.
AEDT.
The
attached
Explanatory
Statement
is
provided
to
supply
Shareholders
with
information
to enable
Shareholders
to
make
an
informed
decision
regarding
the
Resolutions
set
out
in
this Notice.
The
Explanatory
Statement
is
to
be
read
in
conjunction
with
this
Notice.
U 1. Agenda for the Meeting
**Financial
statements
and
reports**
The
Meeting
will
consider
the
financial
statements
and
reports
of
the
Company
including
the income
statement,
balance
sheet,
statement
of
changes
in
equity,
cash
flow
statement,
the notes
to
the
financial
statements,
the
Directors’
declaration
and
the
reports
of
the
Directors
and Auditors
for
the
financial
year
ended
30
June
2011.
While
no
resolution
is
required
in
relation
to
this
item,
Shareholders
will
be
given
the opportunity
to
ask
questions
and
make
comments
on
the
Company’s
financial
statements
and reports.
The
Company’s
auditor,
PricewaterhouseCoopers,
will
be
present
at
the
Meeting
and Shareholders
will
have
an
opportunity
to
ask
the
auditor
questions
in
relation
to
the
conduct
of the
audit,
the
auditor’s
report,
the
Company’s
accounting
policies,
and
the
independence
of
the auditor.
The
Anittel
Group
Limited
2011
Annual
Report
can
be
viewed
online
at
the
Company’s
website www.anittel.com.au on
the
“investors”
page.
**Resolution
1
-‐
Adoption
of
Remuneration
Report**
To
consider
and
if
thought
fit,
pass
the
following
resolution
as
a
non-‐binding
resolution: “That
for
the
purposes
of
section
250R(2)
of
the
Corporations
Act
and
for
all
other
purposes,
the Remuneration
Report
for
the
year
ended
30
June
2011
included
in
the
Directors’
Report,
which
is attached
to
the
Financial
Statements
as
required
under
section
300A
of
the
Corporations
Act,
be adopted
by
the
Company.”
Voting
Exclusion
Statement: in
accordance
with
the
Corporations
Act
the
Company
will disregard
any
votes
cast
in
relation
to
this
resolution
by
or
on
behalf
of
the
Key
Management Personnel
(in
any
capacity),
which
includes
the
Directors
and
the
five
highest
paid
executives
in the
consolidated
group
whose
remuneration
is
included
in
the
remuneration
report
(Excluded Persons)
and
closely
related
parties
of
an
Excluded
Person.
However,
an
Excluded
Person
may cast
a
vote
on
the
resolution
if
that
person
does
so
as
a
proxy
appointed
in
writing
that
specifies
==> picture [182 x 40] intentionally omitted <==
how
the
proxy
is
to
vote
on
the
resolution
and
the
vote
is
not
cast
on
behalf
of
an
Excluded Person.
Further
details,
including
in
relation
to
the
ability
of
the
Chairman
to
vote
on
undirected proxies
are
set
out
in
the
Explanatory
Statement.
**Resolution
2
-‐
Election
of
Michael
O’Sullivan
as
a
Director**
To
consider
and
if
thought
fit,
pass
the
following
resolution
as
an
ordinary
resolution:
“That
Michael
O’Sullivan,
having
been
appointed
as
a
Director
of
the
Company
by
a
resolution
of the
Board
of
Directors
on
21
March
2011,
offers
himself
for
election
pursuant
to
article
13.4
of the
Company’s
Constitution
and
being
eligible,
is
elected
as
a
Director
of
the
Company.”
**Resolution
3
-‐
Election
of
John
Walters
as
a
Director**
To
consider
and
if
thought
fit,
pass
the
following
resolution
as
an
ordinary
resolution:
“That
John
Walters,
having
been
appointed
as
a
Director
of
the
Company
by
a
resolution
of
the Board
of
Directors
on
18
July
2011,
offers
himself
for
election
pursuant
to
article
13.4
of
the Company’s
Constitution
and
being
eligible,
is
elected
as
a
Director
of
the
Company.”
**Resolution
4
–
Approve
the
previous
issue
of
197,000,000
Shares**
To
consider
and
if
thought
fit,
pass
the
following
resolution
as
an
ordinary
resolution:
“That,
for
the
purposes
of
ASX
Listing
7.4
and
all
other
purposes,
the
previous
issue
of 197,000,000
Shares,
as
referred
to
in
the
Explanatory
Statement,
is
approved.”
Voting
Exclusion
Statement :
The
Company
will
disregard
any
votes
cast
on
this
resolution
by any
person
who
participated
in
the
issue
and
a
person
who
obtained
a
benefit,
except
a
benefit solely
in
the
capacity
of
a
holder
of
ordinary
securities.
However,
the
Company
need
not disregard
a
vote
if:
-
it
is
cast
by
a
person
as
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.
**Resolution
5
–
Approve
the
issue
of
19,000,000
Options
to
Michael
O’Sullivan**
To
consider
and
if
thought
fit,
pass
the
following
resolution
as
an
ordinary
resolution:
“That,
for
the
purposes
ASX
Listing
Rule
10.11
and
all
other
purposes,
the
issue
of
19,000,000 Options
to
Michael
O’Sullivan
or
his
nominee,
as
referred
to
in
the
Explanatory
Statement,
is approved.”
Voting
Exclusion
Statement: The
Company
will
disregard
any
votes
cast
on
this
resolution
by any
person
who
will
participate
in
the
issue
or
any
person
who
may
obtain
a
benefit
and
any
of their
associates.
However,
the
Company
need
not
disregard
a
vote
if:
==> picture [182 x 40] intentionally omitted <==
-
it
is
cast
by
a
person
as
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.
**Resolution
6
-‐
Employee
Share
Option
Plan**
To
consider
and,
if
thought
fit,
pass
the
following
resolution
as
an
ordinary
resolution:
“That,
for
the
purposes
of
ASX
Listing
Rule
7.2
(Exception
9)
and
all
other
purposes,
approval
is given
to
establish
and
administer
the
Anittel
Group
Limited
Employee
Share
Option
Plan
and
for the
issue
of
Options
pursuant
to
the
Plan
as
an
exception
to
ASX
Listing
Rule
7.1”
Voting
Exclusion
Statement: The
Company
will
disregard
any
votes
cast
on
this
resolution
by
an Employee
of
the
Company
who
is
eligible
to
participate
in
the
Employee
Share
Option
Plan
and any
of
their
associates
and
any
Director
of
the
Company
(except
one
who
is
ineligible
to participate
in
the
Employee
Share
Option
Plan).
However,
the
Company
need
not
disregard
a vote,
if
it
is
cast
in
accordance
with
the
directions
on
the
proxy
form
or
if
it
is
cast
by
the
person chairing
the
meeting
as
proxy
for
a
person
who
is
entitled
to
vote
and
is
cast
in
accordance
with a
direction
on
the
proxy
form
to
vote
as
the
proxy
decides.
2. Determination of voting entitlement
For
the
purpose
of
determining
a
person’s
entitlement
to
vote
at
the
Meeting,
a
person
will
be recognized
as
a
shareholder
and
the
holder
of
Shares
if
that
person
is
registered
as
a
holder
of those
Shares
at
7:00
p.m.
AEDT
on
Tuesday,
22
November
2011.
3. Votes
Unless
a
poll
is
demanded
in
advance
of
voting
on
a
resolution,
voting
on
each
resolution
will initially
be
by
way
of
a
show
of
hands.
On
a
show
of
hands,
each
member
present
in
person
or by
proxy
or,
in
the
case
of
a
body
corporate,
by
a
representative,
shall
have
one
vote.
On
a
poll,
every
member
present
in
person
or
by
attorney
or
by
proxy
or,
in
the
case
of
a
body corporate,
by
a
representative,
shall
have
one
vote
for
each
share
held
by
him,
her
or
it.
4. Proxies
A
Shareholder
entitled
to
attend
and
vote
is
entitled
to
appoint
a
proxy
to
attend
and
vote instead
of
the
Shareholder.
Where
the
Shareholder
is
entitled
to
cast
two
or
more
votes,
the
Shareholder
may
appoint
two proxies
and
may
specify
the
proportion
or
number
of
votes
each
proxy
is
appointed
to
exercise.
If
the
Shareholder
appoints
two
proxies
and
the
appointment
does
not
specify
the
proportion
or number
of
the
Shareholder’s
votes
each
proxy
may
exercise,
each
proxy
may
exercise
half
of
the votes.
A
proxy
need
not
be
a
Shareholder.
==> picture [182 x 40] intentionally omitted <==
To
be
effective,
the
instrument
of
appointment
of
a
proxy
(and
power
of
attorney
or
other authority,
if
any,
under
which
it
is
signed
or
a
certified
copy
of
that
power
or
authority)
must
be received
by
the
Company
at
31
Elizabeth
Street,
Richmond
VIC
3121
or
by
facsimile
on
1300
88 67
83
by
11:00
a.m.
AEDT
on
Tuesday
22
November
2011.
A
form
of
proxy
accompanies
this
Notice
of
Meeting.
U 5. Questions and Comments by Shareholders at the Meeting
A
reasonable
opportunity
will
be
given
to
Shareholders
to
ask
questions
and/or
make
comments on
the
management
of
the
Company
at
the
Meeting.
A
reasonable
opportunity
will
be
given
for
Shareholders
to
ask
questions
of
the
Company’s external
auditor,
PricewaterhouseCoopers.
These
questions
should
relevant
to:
-
a) the
conduct
of
the
audit; -
b) the
preparation
and
contents
of
the
audit
report; -
c) the
accounting
policies
adopted
by
the
Company
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
PricewaterhouseCoopers
if
the
question
is relevant
to
the
content
of
the
audit
report
or
the
conduct
of
its
audit
of
the
Company’s
financial report
for
the
year
ended
30
June
2011.
Relevant
written
questions
for
PricewaterhouseCoopers must
be
received
by
the
Company
no
later
than
11:00
a.m.
AEDT
on
17
November
2011.
A representative
of
PricewaterhouseCoopers
will
provide
answers
to
the
questions
at
the Meeting.
==> picture [55 x 57] intentionally omitted <==
Justyn
Stedwell Company
Secretary
On
behalf
of
the
Board
of
Directors Anittel
Group
Limited 20
October
2011
==> picture [182 x 40] intentionally omitted <==
**EXPLANATORY
STATEMENT**
This
Explanatory
Statement
is
intended
to
provide
Shareholders
with
sufficient
information
to assess
the
merits
of
the
Resolutions
contained
in
this
Notice.
The
Directors
recommend
that
Shareholders
read
this
Explanatory
Statement
in
full
before making
any
decision
in
relation
to
the
Resolutions.
**Resolution
1:
Adoption
of
remuneration
report**
In
accordance
with
Section
300A(1)
of
the
Corporations
Act
the
Remuneration
Report
is included
in
the
Directors
Report
for
the
financial
year
ended
30
June
2011.
The
Remuneration
Report
sets
out
details
of
the
remuneration
received
by
the
directors
and
key Company
executives,
in
addition
to
describing
Board
policy
in
respect
of
remuneration. Resolution
1
seeks
shareholder
approval
of
the
adoption
of
the
remuneration
report
by
the Company.
The
outcome
of
this
resolution
is
not
binding
on
the
Company
or
the
Board.
However,
sections 250U
to
250Y
of
Corporations
Act
which
have
only
recently
been
enacted
introduce
a
‘two strikes
and
re-‐election’
process
in
relation
to
the
shareholder
vote
on
the
Remuneration
Report provide
that:
-
A
‘first
strike’
will
occur
if
this
Remuneration
Report
resolution
receives
a
‘no’
vote
of 25%
or
more.
If
this
occurs,
the
Company’s
subsequent
remuneration
report
will
contain an
explanation
of
the
Board’s
proposed
action
in
response
to
the
‘no’
vote
or
an explanation
of
why
no
action
has
been
taken
by
the
Board. -
A
‘second
strike’
will
occur
if
the
resolution
to
adopt
the
Remuneration
Report
at
the 2012
Company
Annual
General
Meeting
also
receives
a
‘no’
vote
of
25%
or
more.
If
this occurs,
shareholders
will
vote
at
that
Annual
General
Meeting
to
determine
whether
the Directors
will
need
to
stand
for
re-‐election
at
a
separate,
subsequent
meeting
(the
‘spill resolution’).
If
the
spill
resolution
passes
with
50%
or
more
of
eligible
votes
cast,
the spill
meeting
must
take
place
within
90
days.
The
Remuneration
Report
is
set
out
in
the
Company’s
2011
Annual
Report.
The
Anittel
Group Limited
2011
Annual
Report
can
be
viewed
online
at
the
Company’s
website, www.anittel.com.au.
In
the
event
that
you
choose
to
appoint
the
Chairman
as
your
proxy:
-
The
Chairman’s
voting
intention
is
to
vote
in
favour
of
this
resolution
to
adopt
the Remuneration
Report. -
The
attached
Proxy
Form
provides
that
if
the
Chairman
is
appointed
as
proxy,
the Chairman
is
directed
to
vote
in
accordance
with
the
voting
intention
set
out
above, unless
you
direct
the
Chairman
to
vote
in
a
different
manner.
==> picture [182 x 40] intentionally omitted <==
-
The
Chairman
will
only
vote
in
accordance
with
his
stated
voting
intention
if
the
relevant box
is
ticked. -
If
the
relevant
box
is
un-‐ticked
the
Chairman
will
not
be
permitted
to
vote
the
relevant shares
on
the
resolution
in
relation
to
the
remuneration
report. -
For
all
other
resolutions
where
the
Chairman
is
appointed
as
proxy,
those
proxies
will remain
undirected
and
may
be
voted
on
by
the
Chairman
on
that
basis.
**Resolution
2:
Election
of
Michael
O’Sullivan
as
a
Director**
In
accordance
with
article
13.4
of
the
Company’s
Constitution,
Michael
O’Sullivan,
a
Director appointed
subsequent
to
the
last
Annual
General
Meeting
of
the
Company
and
retiring
at
the close
of
this
Annual
General
Meeting,
offers
himself
for
election
as
a
Director.
Details
of
Michael
O’Sullivan’s
qualifications,
experience
and
special
responsibilities
are
set
out in
the
Company’s
2011
Annual
Report.
**Resolution
3:
Election
of
John
Walters
as
a
Director**
In
accordance
with
article
13.4
of
the
Company’s
Constitution,
John
Walters,
a
Director appointed
subsequent
to
the
last
Annual
General
Meeting
of
the
Company
and
retiring
at
the close
of
this
Annual
General
Meeting,
offers
himself
for
election
as
a
Director.
Details
of
John
Walters’
qualifications,
experience
and
special
responsibilities
are
set
out
in
the Company’s
2011
Annual
Report.
**Resolution
4:
Approve
the
previous
issue
of
197,000,000
Shares**
Background
On
2
May
2011,
the
Company
announced
a
private
placement
of
197,000,000
Shares
at
$0.07 per
Share
raising
$1,379,000.
The
197,000,000
Shares
were
issued
without
prior
Shareholder approval
and
in
accordance
with
ASX
Listing
Rule
7.1.
Resolution
4
seeks
Shareholder
approval
for
the
previous
issue
of
197,000,000
Shares
for
the purposes
of
ASX
Listing
Rule
7.4
and
all
other
purposes.
**ASX
Listing
Rules
7.1,
7.4
&
7.5**
ASX
Listing
Rule
7.1
provides
that
a
listed
company
must
not,
subject
to
certain
exceptions,
issue or
agree
to
issue
more
than
15%
of
its
capital
within
a
12
month
period
without
the
approval
of shareholders.
ASX
Listing
Rule
7.4
provides
that
an
issue
of
shares
made
without
approval
under
Listing
Rule 7.1
is
treated
as
having
been
made
with
approval
if
each
of
the
following
applies:
-
the
issue
did
not
breach
Listing
Rule
7.1,
and -
the
shareholders
of
ordinary
securities
subsequently
approve
the
issue.
==> picture [182 x 40] intentionally omitted <==
The
issue
of
197,000,000
Shares
did
not
breach
ASX
Listing
Rule
7.1
and
the
Company
seeks subsequent
Shareholder
approval
for
the
issue
of
Shares
for
the
purposes
of
ASX
Listing
Rule
7.4 and
all
other
purposes.
The
following
information
is
provided
to
Shareholders
in
accordance
with
ASX
Listing
Rule
7.5:
**The
number
of
securities
allotted**
The
number
of
securities
allotted
was
197,000,000
Shares.
**The
price
at
which
the
securities
were
issued**
The
197,000,00
Shares
were
issued
at
an
issue
price
of
$0.007
per
Share.
**The
terms
of
the
securities**
The
Shares
issued
rank
equally
in
all
respects
with
the
Company’s
existing
Shares.
**The
names
of
the
allotees**
The
197,000,000
Shares
were
issued
to
Auckland
Trust
Company
Limited
.
**The
use
of
the
funds
raised**
Funds
were
raised
to
reduce
debt
and
for
working
capital
purposes.
**Voting
Exclusion
Statement**
A
voting
exclusion
statement
is
included
in
the
Notice
of
Meeting.
**Resolution
5
–
Approve
the
issue
of
19,000,000
Options
to
Michael
O’Sullivan**
Shareholders
are
being
asked
to
approve
issue
of
19,000,000
Options,
exercisable
at
$0.007
per Option,
to
Michael
O’Sullivan
or
his
nominee.
Michael
O’Sullivan
is
a
Director
and
the
Chief Operations
Officer
of
Anittel.
The
issue
of
Options
to
Michael
O’Sullivan
provides
an
incentive
based
form
of
remuneration, which
will
further
encourage
and
reward
efforts
by
Mr
O’Sullivan
to
improve
the
financial performance
and
share
price
of
the
Company
to
the
commercial
benefit
of
all
Shareholders. The
issue
of
Options
as
part
of
the
remuneration
packages
of
directors
and
executives
is
an established
practice
of
small
and
medium
sized
publicly
listed
companies
and
has
the
benefit
of conserving
cash
whilst
properly
rewarding
and
incentivizing
the
director
and/or
executive.
The
Board
believes
it
is
necessary
to
reward
key
executives
appropriately
and
in
a
manner
that conserves
the
cash
position
of
the
Company,
provides
additional
funding
to
the
Company
(if
the options
are
exercised)
and
provides
further
incentives
to
improve
the
performance
of
the
==> picture [182 x 40] intentionally omitted <==
Company.
In
addition,
the
Board
believes
it
is
important
to
provide
these
options
to
continue
to attract
and
maintain
highly
experienced
and
qualified
executives
in
a
competitive
market.
The
Directors
have
considered
that
the
number
of
Options
the
subject
of
Resolutions
5
and
the terms
of
these
Options
is
appropriate
incentive
based
remuneration
for
Mr.
O’Sullivan
(with
Mr. O’Sullivan
parties
excusing
himself
from
any
discussion
involving
the
approval
of
securities where
they
were
to
receive
a
benefit)
in
light
of
his
contribution
to
the
Company,
respective skills
and
experience
and
when
considered
together
with
his
existing
salary
and
other remuneration.
The
Company
will
raise
a
total
of
$133,000
if
all
the
Options
are
exercised
and
Shares
are subscribed
for
during
the
exercise
periods.
If
this
occurs,
it
is
anticipated
that
these
funds
will be
used
for
working
capital
purposes.
Subject
to
Shareholder
approval,
the
19,000,000
Options
the
subject
of
Resolutions
5
will
be issued
free
of
charge
and
within
one
month
after
the
date
of
this
meeting.
**ASX
Listing
Rule
10.11
&
10.13**
ASX
Listing
Rule
10.11
states
that
an
entity
must
not
issue
or
agree
to
issue
equity
securities (including
options)
to
a
related
party
without
the
approval
of
holders
of
ordinary
securities.
In
accordance
with
ASX
listing
rule
7.2
(Exception
14)
if
approval
is
given
under
listing
rule
10.11, approval
is
not
required
under
listing
rule
7.1.
Accordingly,
the
issue
of
Options
to
a
Director will
not
be
included
in
the
15%
calculation
of
the
Company’s
annual
placement
capacity pursuant
to
ASX
Listing
Rule
7.1.
**The
following
information
is
provided
in
accordance
with
ASX
Listing
Rule
10.13.**
The
Options
the
subject
of
Resolutions
will
be
issued
to
Michael
O’Sullivan
or
his
nominee.
The Options
will
be
will
be
issued
for
nil
consideration
so
no
funds
will
be
raised
from
the
issue.
The Company
will
raise
a
total
of
$133,000
if
all
the
Options
are
exercised
and
Shares
are
subscribed for
during
the
exercise
periods.
It
is
anticipated
that
any
funds
raised
from
the
exercise
of Options
will
be
used
for
working
capital
purposes.
There
is
no
guarantee
that
the
Options
will
be exercised
at
all.
The
Company
will
issue
the
Options
within
one
month
of
the
date
of
the Meeting.
A
Voting
exclusion
statement
is
included
in
the
Notice
of
Meeting.
**Terms
&
Conditions
of
Options**
General
terms
and
conditions
of
the
Options
are:
-
Each
Option
entitles
the
holder,
on
exercise,
to
one
Share. -
Each
Option
is
exercisable
at
$0.007 -
Each
Option
will
expire
3
years
from
the
date
of
issue. -
An
Option
may
only
be
exercised
once
the
Option
has
vested. -
6,333,334
Options
will
vest
1
year
from
the
date
of
issue. -
6,333,333
Options
will
vest
2
years
from
the
date
of
issue.
==> picture [182 x 40] intentionally omitted <==
-
6,333,333
Options
will
vest
3
years
from
the
date
of
issue. -
All
Shares
issued
on
the
exercise
of
the
Options
will
rank
equally
in
all
respects
with
the Company’s
existing
issued
Shares. -
The
Company
will
not
apply
to
ASX
for
official
quotation
of
the
Options. -
The
Company
will
apply
for
quotation
by
ASX
of
all
Shares
issued
upon
the
exercise
of the
Options. -
An
Option
does
not
confer
the
right
to
a
change
in
exercise
price
or
a
change
in
the number
of
underlying
securities
over
which
the
Option
can
be
exercised. -
In
the
event
of
any
reconstruction
of
the
issued
capital
of
the
Company
prior
to
the expiry
date,
all
rights
of
the
Option
holder
will
be
varied
in
accordance
with
the
ASX Listing
Rules. -
If
the
Company
makes
a
bonus
issue
of
Shares
or
other
securities
to
existing Shareholders: -
the
number
of
Shares
which
must
be
issued
on
the
exercise
of
an
Option
will
be increased
by
the
number
of
Shares
which
the
Option
Holder
would
have received
if
the
Option
Holder
had
exercised
the
Option
before
the
record
date for
the
bonus
issue;
and -
no
change
will
be
made
to
the
exercise
price
of
the
Options. -
Adjustment
for
pro
rata
issue:
If
the
Company
makes
a
pro
rata
issue
of
Shares
or
other
securities
to
existing Shareholders
(other
than
a
bonus
issue)
the
exercise
price
of
an
Option
will
be adjusted
according
to
the
following
formula:
New
exercise
price
=
-
O
– E [P-‐(S+D)] N+1 -
O
=
the
old
Exercise
Price
of
the
Option. -
E
=
the
number
of
underlying
Shares
into
which
one Option
is
exercisable. -
P
=
average
market
price
per
Share
(weighted
by reference
to
volume)
of
the
underlying
Shares during
the
5
trading
days
ending
on
the
day before
the
ex
rights
date
or
ex
entitlements
date. -
S
=
the
subscription
price
of
a
Share
under
the
pro rata
issue. -
D
=
the
dividend
due
but
not
yet
paid
on
the
existing underlying
Shares
(except
those
to
be
issued under
the
pro
rata
issue). -
N
=
the
number
of
Shares
with
rights
or
entitlements that
must
be
held
to
receive
a
right
to
one
new Share.
==> picture [182 x 40] intentionally omitted <==
**Resolution
6
-‐
Employee
Share
Option
Plan**
Resolution
6
seeks
Shareholder
approval
to
establish
and
maintain
the
Anittel
Group
Limited Employee
Share
Option
Plan
(“the
Plan”)
to
provide
ongoing
incentives
to
employees
of
the Company.
If
this
Resolution
is
passed,
the
Plan
will
enable
the
Company
to
issue
options
to subscribe
for
shares
in
the
Company
(and
to
issue
of
Shares
upon
exercise
of
such
Options)
from time
to
time
to
employees
as
part
of
a
performance
based
incentive
program.
The
Options
will be
granted
and
issued
under
the
Plan
at
the
discretion
of
the
Board.
Directors
are
not
eligible
to participate
in
the
Plan.
**ASX
Listing
Rule
7.1**
ASX
Listing
Rule
7.1
provides
that
a
listed
Company
must
not,
subject
to
certain
exceptions, issue
or
agree
to
issue
more
than
15%
of
its
capital
within
a
12
month
period
without
the approval
of
shareholders.
**ASX
Listing
Rule
7.2**
An
exception
to
Listing
Rule
7.1
is
Listing
Rule
7.2
–
Exception
9,
which
provides
that
Listing
Rule 7.1
does
not
apply
to
an
issue
under
an
employee
incentive
scheme
if,
within
three
years
of
the date
of
issue,
shareholders
have
approved
the
issue
as
an
exception
to
Listing
Rule
7.1.
Resolution
6
seeks
Shareholder
approval
to
establish
and
maintain
the
Plan
and
to
enable
the Company
to
grant
Options
in
accordance
with
the
Rules
of
the
Plan
and
as
an
exception
to
ASX Listing
Rule
7.1
(in
accordance
with
ASX
Listing
Rule
7.2
–
Exception
9).
The
Rules
of
the
Plan
are
set
out
in
Annexure
A.
**FURTHER
INFORMATION**
Justyn
Stedwell Secretary 0424
222
122 Email: [email protected]
**Anittel
Group
Ltd Level
10,
132
Arthur
Street North
Sydney
NSW
2060 anittel.com.au
1300
10
11
12**
==> picture [182 x 40] intentionally omitted <==
GLOSSARY
In
the
Notice
of
Meeting
and
Explanatory
Statement
the
following
terms
have
the
following meanings:
AEDT means
Australian
Eastern
Daylight
Savings
Time.
ASIC means
the
Australian
Securities
and
Investments
Commission.
ASX means
ASX
Limited.
ASX
Listing
Rules means
the
listing
rules
of
ASX.
Board means
the
board
of
directors
of
the
Company.
Company or Anittel means
Anittel
Group
Limited
(ABN
98
009
805
298).
Corporations
Act means
Corporations
Act
2001
(Cth).
Director means
a
current
director
of
the
Company.
Explanatory
Statement means
the
explanatory
statement
to
this
Notice
of
Meeting.
Meeting means
the
2011
Annual
General
Meeting
of
the
Shareholders
of
the
Company
to
be held
on
24
November
2011,
to
which
the
Notice
of
Meeting
and
Explanatory
Statement
relate.
Notice
of
Meeting means
this
notice
of
meeting
of
the
Company
dated
20
October
2011.
Option means
and
Option
to
acquire
a
Share
Plan means
Anittel
Group
Limited
Employee
Share
Option
Plan
Resolution means
a
resolution
referred
to
in
the
Notice.
Share means
a
fully
paid
ordinary
share
in
the
capital
of
the
Company.
Shareholder means
a
holder
of
Shares.
Words
importing
the
singular
include
the
plural
and
vice
versa.
All
references
to
currency
are
in
Australian
dollars.
==> picture [182 x 40] intentionally omitted <==
ANNEXURE A
ANITTEL GROUP LIMITED ACN: 009 805 298
EMPLOYEE SHARE OPTION PLAN - RULES
==> picture [182 x 40] intentionally omitted <==
1. Definitions and Interpretation
1.1 Definitions
The following definitions apply unless the context requires otherwise:
Application Form means a form for the application for an Option in respect of an Offer made to an Eligible Employee, or other person who is declared by the Board to be eligible to participate in the Plan;
ASX means the Australian Securities Exchange Limited;
Board means the board of directors of the Company or a committee of the Board appointed to administer the Plan;
Closing Date means the closing date for acceptance of an Offer;
Company or Anittel means Anittel Group Ltd (A.C.N 009 805 298);
Director means a director of the Company
Eligible Employee means an employee or executive (including a director employed in an executive capacity) of an Employer Company who is declared by the Board to be an Eligible Employee for the purposes of the Plan;
Employer Company means the Company, a Subsidiary or any other company approved by the Board in which the Company holds not less than 20 per cent of the voting shares;
Exchange means any stock exchange on which the shares of the Company become listed;
Exercise Condition means, in respect of any Option, one or more conditions that must be met before the Option may be exercised, as determined by the Board in its absolute discretion;
Exercise Period means, in respect of any Option, the period designated by the Board and notified in writing to the Participant as being the period during which the Participant may exercise the Option or any part of it in accordance with rule 9;
Exercise Price means, in respect of any Offer, the price per Share calculated in accordance with rule 6, subject to any adjustment in accordance with rule 11;
Expiry Date means the final date to exercise an Option;
Grant Date , in relation to an Option, means the date on which the Option is granted in accordance with rule 8.1;
==> picture [182 x 40] intentionally omitted <==
Listing Rules means the rules of the Exchange and, if the Exchange is ASX, means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the official list of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX;
Market Price, in relation to a Share, on a particular day means:
-
a) If there was at least one transaction on the Exchange during the 5 business days before that day, the weighted average of the prices at which a Share was traded on the Exchange during the 5 business days before that day, or;
-
b) If there were no transactions on the Exchange in that 5 business days in Shares, the last price at which an offer was made on the Exchange in that period to buy a Share;
Offer means an invitation to an Eligible Employee, or other person declared by the Board to be eligible to apply for an Option under the Plan;
Option means right to acquire a Share;
Participant means an Eligible Employee, or other person declared by the Board to be eligible, who has been granted an Option under the Plan;
Plan means the Anittel Group Ltd Employee Share Option Plan constituted by these rules as amended from time to time;
Share means a fully paid ordinary share in the capital of the Company;
Subsidiary has the meaning given to that term in section 9 of the Corporations Law;
Takeover Bid has the same meaning as in section 9 of the Corporations Law; and
Total Exercise Amount means, in relation to each Option, the Exercise Price multiplied by the number of Shares for which the Option is being exercised.
Trigger Event means:
-
a) the despatch of a notice of meeting to consider a scheme of arrangement between the Company and its creditors or members or any class thereof pursuant to section 411 of the Corporations Act;
-
b) the announcement of a takeover bid or receipt by the Company of a bidder’s statement in respect of the Company; or
-
c) the date upon which a person or a group of associated persons becomes entitled, subsequent to the date of grant of the Option, to sufficient Shares to give it or them the ability, in general meeting, to replace all or allow a majority of the Board in circumstances where such ability was not already held by a person associated with such
person or group of associated persons.
==> picture [182 x 40] intentionally omitted <==
1.2 Interpretation
-
a) The singular includes the plural and conversely.
-
b) A reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it.
-
c) A reference to a rule is a rule of these Rules.
1.3 Governing Law
This Plan and any Options issued under it are governed by the laws of Victoria.
2 Total number of Shares
The total numbers of Shares which are the subject of unexercised Options granted under this Plan, when aggregated with the Shares which have been issued on exercise of the Options granted under this Plan, during the three years preceding the date on which an Option is issued, may not exceed five per cent (5%) percent of the total number of issued Shares in the capital of the Company at the date of issue of any Option.
3 E ligibility
The Board may in its absolute discretion:
-
a) Declare that an employee or executive of an Employer Company is an Eligible Employee; and
-
b) Declare that any other person is eligible to participate in the Plan.
4 Shares comprised in each Option
-
a) Subject to rule 2 and paragraph (b), the Board must decide, in its absolute discretion, the number of Shares the subject of an Option to be offered to an Eligible Employee, or other person declared by the Board to be eligible, in accordance with the Plan.
-
b) In making a decision under paragraph (a), the Board may take into account the actual and potential contribution of the Eligible Employee, or other person declared by the Board to be eligible, to the growth of an Employer Company.
==> picture [182 x 40] intentionally omitted <==
5 Offer
5.1 Offer to participate
The Board may, from time to time, at its absolute discretion, make an Offer (in such form as the Board decides from time to time) to:
-
a) Eligible Employees; and/or;
-
b) Other persons who the Board has declared to be eligible, inviting applications for the number of Options specified in the Offer.
5.2 Information about Options
In respect of each Offer, the Board must advise each person to whom the Offer is made under rule 5.1 of the following information relevant to an Option that may be granted under the Plan, namely:
-
a) The Exercise Price;
-
b) The designated Exercise Period;
-
c) The number of Shares for which the Participant will be entitled to subscribe upon the exercise of the Option;
-
d) The Closing Date;
-
e) The Expiry Date; and
-
f) Any designated Exercise Condition.
6 Exercise Price
The Exercise Price of Options issued pursuant to the Plan will be, at the discretion of the Board equal to or greater than the Market Price on the Grant Date.
7 Application for Options
7.1 Requirements for Application
Each application for an Option must:
- a) Be made on an Application Form;
==> picture [182 x 40] intentionally omitted <==
-
b) Conform with any instructions contained in the Application Form or in the Offer; and
-
c) Be received by the Board at the specified place prior to the Closing Date.
7.2 Formal Application
Each Application Form when properly completed and signed by the Participant in accordance with rule 7.1 constitutes an application for the grant of an Option to subscribe for the Shares at the Exercise Price.
7.3 Payment for Grant of Option
Unless the Board otherwise determines, no payment is required at the time an Option is granted
8 Grant of Options
8.1 Date of Grant
Upon acceptance of a duly signed and completed Application Form, together with any monies payable in respect of the Options applied for, the Company may grant Options to the Eligible Employee, or other person declared by the Board to be eligible, as specified in the Offer, with effect from the date the Board determines, on the terms of the Plan and terms of the Offer.
8.2 Certificate
On the grant of the Option, the Company must issue to the Participant a certificate evidencing the Option and the number of Shares for which the Participant is entitled to subscribe.
8.3 Personal
An Option granted under the Plan is personal to the Participant and may not be assigned to or exercised by any other person or body corporate.
9 Exercise of Options
9.1 Right to Exercise
-
a) Subject to rule 12.1 and rule 12.2, an Eligible Employee will only be eligible to exercise the Option provided the Eligible Employee remains in the employment of the Company.
-
b) Subject to rule 9.4, a Participant may exercise the Option, or any part of it, in the
==> picture [182 x 40] intentionally omitted <==
applicable Exercise Period, provided any exercise is for a minimum of a marketable parcel (as defined in the Listing Rules) of Shares or such other number or multiple of a number as the Board may determine.
9.2 Exercise Periods
Subject to rule 9.3, Options may only be exercised in the following time periods:
-
a) At any time after the end of 12 months from the Grant Date, the Option may be exercised in respect of up to 33.33% of the Shares which are the subject to the Options;
-
b) At any time after the end of 2 years fro the Grant Date, the Option may be exercised in respect of up to an additional 33.33% of the Shares which are the subject of the Options; and
-
c) At any time after the end of 3 years from the Grant Date, the Options may be exercised in respect of the final 33.33% of the Shares which are the subject of the Options.
9.3 Variation by Board
The Board may in its absolute discretion issue Options with different Exercise Periods.
9.4 Restrictions on Exercise
Except where an Option becomes exercisable by virtue of the provisions of rule 13 and subject to the Board exercising its discretion under rule 12.2, no Option may be exercised unless at that time any Exercise Conditions imposed by the Board have been satisfied.
9.5 Lapse
Any Option not exercised on or before the Expiry Date automatically lapses.
9.6 Notice of Exercise
-
a) In order to exercise an Option, the Participant (or his or her personal representative in the case of a deceased Participant) must deliver to the Company a completed and signed notice of exercise in a form prescribed by the Board and made available to the Participants, together with the Total Exercise Amount. All payments made pursuant to this rule shall be made by cheque, bank draft or postal order made out in favour of the Company.
-
b) If a Participant exercises only part of the Option, the Company must issue to the Participant a new certificate evidencing the remaining number of Shares for which the Participant is entitled to subscribe.
==> picture [182 x 40] intentionally omitted <==
9.7 Allotment of Shares
Subject to rule 9.6, upon receipt of the Total Exercise Amount the Company must promptly allot to the Participant the Shares for which the Participant is entitled to subscribe.
9.8 Quotation of Shares
After Shares have been allocated pursuant to rule 9.7, if the Company’s Shares are listed on the Exchange at the date of allotment, the Company will apply for listing of the Shares on the Exchange within the timeframe required by the Listing Rules.
10 New Issues
There is no inherent right in the Option to participate in any new issues of Shares which may be offered to shareholders from time to time prior to the exercise of the Option.
11 Rights of Participant upon exercise of Option
11.1Ranking of Shares
The Shares to be allotted upon the exercise of an Option will upon allotment rank equally in all respects with the then existing ordinary issued Shares in the capital of the Company and will be subject to the provisions of the Constitution of the Company.
11.2Adjustment for Rights issue
As required by the Exchange if:
-
a) Shares are offered pro rata for subscription by the Company’s shareholders generally by way of a rights issue; and
-
b) The price at which each Share is so offered is less than the Market Price on the day of public announcement of the rights issue.
The Exercise Price applicable to each Share shall be reduced in accordance with the Listing Rules.
11.3Adjustment for Bonus Issue
In the event of a Bonus Issue of Shares being made pro-rata to ordinary shareholders (other than issue in lieu of dividends), the number of Shares over which an Option is exercisable will be increased by the number of Shares which the Option Holder would have received if the Option had been exercised before the record date for the Bonus Issue. No adjustment will be made to the exercise price per share of the Option.
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11.4 Subdivision or consolidation
If, prior to the expiry or lapse of any Options there is a pro rata issue (except a bonus issue) to the holders of Shares in the Company, the Exercise Price of the options may be reduced in accordance with the ASX Listing Rules.
11.5 Return of capital
If the Company make a return of capital to its shareholders generally, the Exercise Price applicable to each Share comprised in the Option will be reduced by the amount of the capital returned in respect of each Share.
11.6 Other reconstruction
If there occurs any other reconstruction of the capital of the Company affecting issued Shares, the Shares comprised in the Option and the Exercise Price applicable to each such Share will be reconstructed (as appropriate) in a manner which will not result in any benefits being conferred to the Participant which are not conferred on holders of issued Shares, and (subject to the provisions of that reconstruction with respect to rounding of entitlements as sanctioned by the meeting of shareholders approving the reconstruction of capital) in all other respects the terms of the Options shall remain unchanged.
11.7 No additional Rights
The Plan shall afford a Participant no additional rights to compensation or damages as a consequence of the termination of his or her employment or appointment for any reason whatsoever.
12 Termination of Option
12.1 Termination of Employment, retirement, redundancy, disability or death
Where the Participant is an Eligible Employee, if the Participant’s employment terminates as a result of termination by the Company, retirement, redundancy, permanent disability or death (or in such other circumstances as the Board in its absolute discretion determines), the Options will lapse unless:
-
(a) The termination of employment occurs within the Exercise Period; and
-
(b) Any Exercise Conditions applicable to those Options have been satisfied.
12.2 Board’s discretion
In any of the circumstances referred to in rules 12.1, the Board may in its absolute discretion,
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but subject always to the Listing Rules, give written approval for the Participant to exercise the Option during such further period (ending not later than the Expiry Date) as the Board decides.
12.3 Breach, Fraud or Dishonesty
If in the reasonable opinion of the Board the Participant acts fraudulently or dishonestly, commits an act of serious misconduct in relation to their employment or is in breach of his or her obligations to the Company or a Subsidiary then the Board may in its absolute discretion deem any unexercised Options of the Participant to have lapsed. The Board’s decision will be final and binding.
12.4 Liquidation of the Company
In the event of the liquidation of the Company all Options to the extent that they are then unexercised will cease.
13 Trigger Event
Notwithstanding the Terms and Conditions, upon the occurrence of a Trigger Event, the Directors may determine:
-
a) that the Options may be exercised at any time from the date of such determination, and in any number until the date determined by the Board acting bona fide so as to permit the holder to participate in any change of control arising from a Trigger Event, provided that the Board will forthwith advise in writing each holder of such determination. Thereafter, the Options shall lapse to the extent they have not been exercised; or
-
b) to use their reasonable endeavours to procure that an offer is made to holders of Options on like terms (having regard to the nature and value of the Options) to the terms proposed under the Trigger Event in which case the Board shall determine an appropriate period during which the holder may elect to accept the offer and, if the holder has not so elected at the end of that period, the Options shall immediately become exercisable and if not exercised within 10 days, shall lapse.
14 Duration of the Plan
-
a) The Plan will continue in operation at the Board’s discretion.
-
b) If for any reason the Plan terminates or is discontinued, such termination or discontinuance will not prejudice the rights of the Participants to whom Options have been granted.
15 Amendment of the Plan
The Board may at any time and from time to time by resolution, revoke, add to or vary any of
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the rules of the Plan or all or any of the rights or obligations of the Participants or any of them provided the interests of the Participants are not, in the opinion of the Board, materially prejudiced by such addition or variation.
16 Administration
The Plan will be administered by the Board or a committee appointed by the Board in its absolute discretion with such powers and duties as are conferred upon it.
17 Notices and Correspondence
17.1 Notice to Company
Any notice required to be given by a Participant under the Plan or any correspondence to be made between a Participant and the Company or the Board may be given or made to the principal office of the Company or such other address as may be notified in writing.
17.2 Notice to the Participant
Any notice required to be given by the Company or the Board to the Participant or any correspondence to be made between the Company or the Board and a Participant may be given or made by the Board on behalf of the Company.
18 Disputes
Any disputes or differences of any nature arising under the Plan must be referred to the Board and its decision will be final and binding in all respects.
19 Advice
Participants should obtain their own independent advice at their own expense on the financial, taxation and other consequences to them of or relating to participation in the plan.
20 Taxation
Neither the Company nor its Directors are liable for taxes assessed against or imposed upon a Participant arising from participation in the Plan and neither the Company nor its Directors represents or warrants that any person will gain any financial or taxation advantage by participating in the Plan.
21 Listing Rules and Constitution
The terms and conditions as set out in these Rules are subject to the Listing Rules of the Exchange and the Company’s Constitution.
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ANITTEL GROUP LIMITED PROXY FORM FOR ANNUAL GENERAL MEETING
I/We ___________ of _____________
am/are
a
member
of
Anittel
Group
Limited
(ACN
009
805
298)
and
I/we
appoint
as
my/our
proxy:
of _______________
Or
failing
him
or
her,
the
Chairman
of
the
Annual
General
Meeting
of
the
Company,
to
be
held
at
the registered
office
of
Anittel
Group
Limited,
Level
10,
132
Arthur
Street,
North
Sydney,
NSW,
2060
on Thursday,
24
November
2011
at
11:00
a.m.
AEDT
to
vote
for
me/us
at
the
meeting
and
at
any adjournment
of
it.
If
2
proxies
are
being
appointed
the
proportion
of
voting
rights
this
proxy
is
authorised to
exercise
is
…………...%.
(The
Company
will
supply
an
additional
form
on
request).
| For | Against | Abstain | ||
|---|---|---|---|---|
| Resolution 1 | Adoption of Remuneration Report | |||
| Resolution 2 | Election of Michael O’Sullivan as a Director | |||
| Resolution 3 | Election of John Walters as a Director | |||
| Resolution 4 | Approve the previous issue of 197,000,000 Shares |
|||
| Resolution 5 | Approve the issue of 19,000,000 Options to Michael O’Sullivan |
|||
| Resolution 6 | Approve Employee Share Option Plan |
The
Chairman
intends
to
vote
all
undirected
proxies
in
favour
of
all
resolutions.
If
you
do
not
wish
to
direct
your
proxy
on
how
to
vote,
please
tick
the
box:
By
ticking
this
box,
I/we
direct
the
Chairman
of
the
Meeting
to
vote
in
accordance
with
the
Chairman's voting
intentions
on
Resolutions
1
to
6 (except
where
I/we
have
indicated
a
different
voting
intention above)
and
acknowledge
that
the
Chairman
of
the
Meeting
may
exercise
my
proxy
even
though Resolutions
1,
5
and
6
are
connected
directly
or
indirectly
with
the
remuneration
of
a
member
of
key management
personnel
and/or
even
if
the
Chairman
of
the
Meeting
has
an
interest
in
the
outcome
of
==> picture [182 x 40] intentionally omitted <==
these
items
and
that
votes
cast
by
the
Chairman,
other
than
as
proxy
holder,
would
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
the
Resolutions
and
your
votes
will
not
be
counted
in
calculating
the
required
majority
if
a
poll
is called
on
the
resolution.
Signature
of
Member(s):
.................................................................
Date:..............................................
Individual
or
Member
1 Member
2 Member
3 Sole
Director/Company Director Director/Company Secretary Secretary Contact
Name:
...............................................
Contact
Ph
(daytime):
…………………………………..
**PROXY
INSTRUCTIONS**
A
member
entitled
to
attend
and
vote
at
a
meeting
is
entitled
to
appoint
not
more
than
2 proxies.
Where
more
than
1
proxy
is
appointed,
each
proxy
may
be
appointed
to
represent
a
specific portion
of
the
member’s
voting
rights.
A
proxy
need
not
be
a
member
of
the
Company.
A
proxy
form
must
be
signed
by
the
member
or
his
or
her
attorney.
Proxies
given
by corporations
must
either
be
signed
under
seal
or
under
the
hand
of
a
duly
authorised
officer
of attorney.
To
be
valid,
the
form
appointing
the
proxy
and
the
Power
of
Attorney
or
other
authority
(if
any) under
which
it
is
signed
(or
a
certified
copy)
must
be
lodged
with:
Anittel
Group
Limited Attn:
The
Company
Secretary 31-‐33
Elizabeth
St Richmond
VIC
3121 Fax:
1300
88
67
83 Email: [email protected]
Not
later
than
11:00
a.m.
on
Tuesday
November
22,
2011.