Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

ENERGY TECHNOLOGIES LIMITED AGM Information 2012

Oct 17, 2012

64831_rns_2012-10-17_9350f334-680b-43c9-b28a-7a89395053c9.pdf

AGM Information

Open in viewer

Opens in your device viewer

Energy Technologies Limited ABN 38 002 679 469

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of the members of Energy Technologies Limited (the Company) will be held at Bambach Wires and Cables, 102 Old Pittwater Road, Brookvale NSW 2100 on Thursday 22 November 2012 at 10.30am .

BUSINESS OF THE MEETING

ORDINARY BUSINESS

1. Address by the Chairman

2. Financial Statements and Reports

To receive and consider the Audited Financial Statements of the Company and the Reports of the Directors of the Company, and Gould Ralph Assurance as the auditors of the Company, for the year ended 30 June 2012.

3. Remuneration Report (Resolution 1):

To consider and if thought fit to pass the following non-binding resolution as an ordinary resolution:

"That the remuneration report for the year ended 30 June 2012 be adopted.

4. Re-election of Director (Resolution 2):

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

That Mr Michael D Butcherine, who retires by rotation in accordance with Article 10.03 of the Company's Constitution, and being eligible, offers himself for re-election, be elected as a director of the Company.

5. Re-election of Director (Resolution 3):

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

That Mr Gary A Ferguson, who retires in accordance with Article 10.05 of the Company's Constitution, and being eligible, offers himself for re-election, be elected as a director of the Company.

By order of the Board and Directors of the Company

Gregory Knoke Company Secretary 12 October 2012

Notes:

Entitlement to Vote

For the purposes of the Corporations Regulation 7.11.37, the Board has determined that in relation to the Annual General Meeting being convened by this Notice shares will be taken to be held by the persons who are registered holders at 7.00 pm (Sydney time) on 20 November 2012.

Accordingly share transfers registered after that date will be disregarded in determining entitlements to attend and vote at the meeting.

Corporate Representation

If your holding is registered in a company name and you would like to attend the meeting (and do not intend to return a proxy form), please bring with you to the meeting a duly completed Appointment of Corporate Representative Form to enable you to attend and vote at the Annual General Meeting. Alternatively contact the Company's share registry, Computershare Investor Services Pty Limited, investor enquiries 1300 850 505, who will forward to you a form for completion.

Proxies

1. A member entitled to attend and vote is entitled to appoint a proxy.

2. A person who is entitled to cast two or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy appointed is entitled to exercise.

3. Appointment of a proxy by a member who is a corporation must be under its common seal or the hand of its attorney or the hand of a person duly authorised by the corporation.

4. A proxy need not be a member of the Company.

5. To be effective, the proxy form must be received by the Company at 102 Old Pittwater Road, Brookvale NSW 2100 or received by facsimile on (02) 9939 9812 not less than forty-eight (48) hours prior to the time for holding the meeting.

Directing your proxy

When appointing a proxy, members can direct the proxy as to how to vote on each item of business by marking either For, Against or Abstain on the proxy form for that item of business (i.e. a directed proxy), and the proxy must vote in that manner.

If a member does not direct the proxy as to how to vote (i.e. an undirected proxy), the proxy appointed by the member may vote as he or she thinks sees fit, except as noted below in relation to the Chairman and Item 3: Resolution 1 (Remuneration Report).

The Chairman of the meeting will vote undirected proxies held by the Chairman on, and in favour of, all of the proposed resolutions put to the meeting, including Item 3, Resolution 1 (Remuneration Report).

Voting proxies on Remuneration Report

If you appoint the Chairman of the meeting as your proxy and do not direct the Chairman how to vote on Item 3, Resolution 1 (Remuneration Report), he will vote your proxy in favour of the resolution. If you appoint any other member of the Company's Key Management Personnel or any of their closely related parties, and do not direct them how to vote, that person will not vote your proxy on that item of business.

'Key Management Personnel' of the Company are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or non-executive) of the Company. A 'closely related party' of Key Management Personnel is a term defined in the Corporations Act and includes close family members, such as the children or spouse of the relevant Key Management Personnel, companies that person controls and other members of that person's family who may be expected to influence, or be influenced by, that person in that person's dealings with the Company.

page 2

Voting Exclusion Statements

Item 3, Resolution 1 (Remuneration Report)

In accordance with the Corporations Act, the Company will disregard any votes cast on Item 3, Resolution 1 (Remuneration Report) by a member of the Key Management Personnel of the Company details of whose remuneration are included in the Remuneration Report, or a closely related party of such a member of the Key Management Personnel (each an Excluded Shareholder ).

However, the Company need not disregard a vote if:

  • (a) it is cast by a person as a proxy, appointed in writing that specifies how the proxy is to vote on the proposed resolution (i.e. a directed proxy) and the vote is not cast on behalf of an Excluded Shareholder; or

  • (b) it is cast by the Chairman as a proxy of a person who is not an Excluded Shareholder, where the appointment does not specify how the Chairman is to vote, but expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company or the consolidated entity.

Accordingly, members entitled to vote on Item 3, Resolution 1 (Remuneration Report), who appoint as their proxy, a member of the Key Management Personal ( other than the Chairman) of the meeting (or closely related parties of such persons), should direct their proxy as to how to vote. Failing to direct the proxy may result in that member's vote on Item 3, Resolution 1 (Remuneration Report) being disregarded.

page 3

Explanatory Notes

These are the Explanatory Notes for the shareholders of Energy Technologies Limited ( Company ) for the Annual General Meeting to be held on 22 November 2012. The Explanatory Notes explain the items of business to be considered at the meeting and are provided to assist shareholders in their consideration of the proposed Ordinary Resolutions 1 and 2 inclusive, contained in the Notice of Meeting, and form part of that Notice of Meeting.

Item 2: Financial Statements and Reports

The Corporations Act 2001 (Cth) ( "Corporations Act" ) requires the financial report, directors' report and auditor's report to be laid before the meeting. There is no requirement either in the Corporations Act or the Company's Constitution for members to vote on, approve or adopt these reports.

Members will have a reasonable opportunity at the meeting to ask the Chairman questions and make comments on the business, operations and management of the Company. The auditor of the Company will also be available to take members' questions and comments about the conduct of the audit, the preparation and content of the auditor’s report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

In addition to taking questions at the meeting, written questions to the Company’s auditor about the conduct of the audit of the financial report and the preparation and content of the auditors’ report, may be submitted no later than the fifth business day before the day on which the meeting is held (i.e. no later than 15 November 2012) to:

The Company Secretary Energy Technologies Limited 102 Old Pittwater Road Brookvale NSW 2100 Facsimile: +61 2 9939 9812

The Company will pass all written questions on to the auditor. The auditor will prepare and provide to the Company a question list which sets out the questions that the Company has passed on to the auditor and that the auditor considers to be relevant to the conduct of the audit of the financial report or the content of the auditor's report. Please note that a question may not be included in the question list if the question list includes a question that is substantially the same as that question or if it is not practicable to include the question in the question list because of the time when the question is passed on to the auditor.

There is no requirement for the auditor to provide written answers to the questions, however, if the auditor chooses to prepare written answers to any of the questions, the Chairman may permit the auditor to table the written answers at the meeting. The auditor will also answer questions asked at the meeting, however where questions concern issues raised in the written questions, the auditor may refer members to the written answers (if any). For the benefit of the meeting, the auditor will briefly outline to the meeting the matters covered in the written questions.

Item 3: Resolution 1: to adopt the Remuneration Report

The Corporations Act requires the Remuneration Report be adopted at the meeting by a resolution. While there is a requirement for a formal resolution, the members' vote is advisory only and does not bind the Company, nor will it require the Company to alter any arrangements detailed in the Remuneration Report should the resolution not be passed.

The Remuneration Report is set out on pages 16 to 19 of the Company's 2012 Annual Report. ( The Annual Report is available on the Company's website at www.energytechnologies.com.au) . The Remuneration Report explains the structure of, and policy behind, EGY's remuneration practices and the link between the remuneration of employees and the Company's performance. The Report also sets out remuneration details of each director and for any specified executive. A Remuneration Committee has been established to evaluate and make recommendations to the Board regarding remuneration policy. Members will have a reasonable opportunity at the meeting to ask questions and make comments on the Remuneration Report.

page 4

From 1 July 2011, the Corporations Act has been amended so that if there are two consecutive Annual General Meetings of the Company held after 1 July 2011, and at least 25% of votes cast are against the adoption of the Remuneration Report put before the meeting (in accordance with section 250R of the Corporations Act), the second meeting must also consider a resolution that a further meeting of the Company's members be held within 90 days (a 'Spill Meeting') at which the then current directors of the Company (as at the time of the second meeting, but excluding the Manager Director) will cease to hold office immediately before the end of that Spill Meeting and resolutions will be put to the vote to appoint new directors of the Company to fill those vacancies (which may include re-election of those current directors).

All members of the Company are encouraged to cast their vote on Item 3, Resolution 1 (Remuneration Report).

Voting on Item 3, Resolution 1 (Remuneration Report) by proxy

Undirected proxies held by the Chairman will be voted in favour of Resolution 1. Undirected proxies held by any other member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report (or closely related parties of such persons) will not be voted on Item 3 (Remuneration Report).

'Key Management Personnel' of the Company are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or non-executive) of the Company. A 'closely related party' of Key Management Personnel is a term defined in the Corporations Act and includes close family members, such as the children or spouse of the relevant Key Management Personnel, companies that person controls and other members of that person's family who may be expected to influence, or be influenced by, that person in that person's dealings with the Company.

Members are encouraged, should they choose to appoint a proxy, to direct that proxy as to how to vote on Item 3, Resolution 1 (Remuneration Report) by marking either For , Against or Abstain on the proxy form for that item of business.

Voting Exclusion Statement

In accordance with the Corporations Act, the Company will disregard any votes cast on Item 3, Resolution 1 (Remuneration Report) by a member of the Key Management Personnel of the Company details of whose remuneration are included in the Remuneration Report, or a closely related party of such a member of the Key Management Personnel (each an Excluded Shareholder ).

However, the Company need not disregard a vote if:

  • (a) it is cast by a person as a proxy, appointed in writing that specifies how the proxy is to vote on the proposed resolution (i.e. a directed proxy) and the vote is not cast on behalf of an Excluded Shareholder; or

  • (b) it is cast by the Chairman as a proxy of a person who is not an Excluded Shareholder, where the appointment does not specify how the Chairman is to vote, but expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company or the consolidated entity.

Accordingly, members entitled to vote on Item 3, Resolution 1 (Remuneration Report), who appoint as their proxy, a member of the Key Management Personal other than the Chairman of the meeting (or closely related parties of such persons), should direct their proxy as to how to vote. Failing to direct the proxy may result in that member's vote on Item 3, Resolution 1 (Remuneration Report) being disregarded.

page 5

Item 4: Resolution 2: Re-election of Director

The Listing Rules of the Australian Securities Exchange (" ASX Listing Rules ") require the Company to hold an election of directors each year. The Constitution of the Company also requires one third of the directors (other than the Managing Director, or if there is more than one managing director, only one managing director) to retire from office at each Annual General Meeting, together with any director who has held office without re-election for three or more years.

Michael Butcherine was appointed to the Board in 2009. He retires, in accordance with the ASX Listing Rules and the Constitution, and offers himself for reappointment.

Michael D. Butcherine (BEc (Hons)/LLB (Hons)) (Age 45) (Non-Executive Director). Appointed 14 December 2009

Michael Butcherine was born in Dubbo, New South Wales in 1967. He graduated from the University of Sydney with Honours in Economics in 1989 and Honours in Law in 1991. During his studies, he worked for the Commonwealth Bank and for a top-tier Sydney law firm. After graduation, he travelled overseas, including working for two legal firms in the City of London. On his return to Australia, Michael practiced with a commercial firm in Cairns, North Queensland. He returned to Dubbo in 1995 where he joined and subsequently became a principal of a local firm. His work was mainly in commercial property and business structuring and transactions. Since 2007, Michael has conducted a private practice, acting for a very limited number of clients, providing highly specific revenue, structuring, commercial and financial advice, both strategic and transaction-specific. Michael has completed the Graduate Diploma of Legal Practice, and the Graduate Diploma of In-house Legal Practice. He is a solicitor of the Supreme Court of New South Wales and the High Court, and a member of the Law Society of New South Wales, the Australian Corporate Lawyers Association and a Graduate Member of the Australian Institute of Company Directors.

Item 5: Resolution 3: Re-election of Director

Mr Gary Ferguson was appointed as a director by the Board effective 1 October 2012. In accordance with the constitution of the company, a director appointed by the Board holds office until the conclusion of the next Annual General Meeting of the company, but is eligible for re-election.

Mr Ferguson offers himself for re-election to the Board of the company.

Gary A Ferguson

Born in Sydney 1943, Qualified Accountant and member of both the Chartered Institute of Accountants in Australia (CA) and Certified Practising Accountants in Australia (CPA). On qualification worked for Manufacturing Companies as a Cost Accountant. Lectured in Accounting (Post certificate Cost Accounting) with the then Department of Technical Education, developed the methodology associated with Risk Analysis profiles for capital expenditure projects in both the Cable and Abrasive sectors, providing consultant services to these companies.

Relocated to Mid North Coast NSW in 1975 and gained a very broad level of experience, owning and operating businesses in the Construction, Hospitality, Heavy Transport and Earth Moving and Quarry industries.

In 1992 acquired a Public Practice in Kempsey, specialising in the provision of advice to commercial clients, advice in Corporate Structure, Taxation, Reporting and Financial management areas, including the provision of associated Legal services from in house partners.

page 6