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ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED. — Proxy Solicitation & Information Statement 2007
Sep 9, 2007
64819_rns_2007-09-09_b5bc3c30-721d-4c81-ac4a-39c449b69400.pdf
Proxy Solicitation & Information Statement
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Environmental Clean Technologies Limited
ABN 28 009 120 405
10 September 2007
NOTICE OF GENERAL MEETING
ENVIRONMENTAL CLEAN TECHNOLOGIES (ASX:ESI) advises that the attached Notice of General Meeting and Proxy Form will be posted to shareholders today.
The General Meeting will be held at 10:00am on 10[th] October 2007 at Computershare Conference Centre, Yarra Falls, 452 Johnson Street, Abbotsford, Victoria.
Jan Macpherson Company Secretary
Level 13, 222 Kingsway � South Melbourne � Victoria 3205 � Australia � +61(0)3 96840888 � www. ectltd.com.au
NOTICE OF GENERAL MEETING
Company: Environmental Clean Technologies Limited
ACN: 009 120 405
Date of meeting: Wednesday 10th October 2007
To the Members of the Company
The Company hereby gives notice that a General Meeting of the members of the Company is to be held as follows:
Venue: Computershare Conference Centre, Yarra Falls, 452 Johnson Street, Abbotsford, Victoria Date: Wednesday 10th October 2007 Time: 10:00am Business: The business of the meeting is as detailed in the attached Agenda.
By order of the board Environmental Clean Technologies Limited
DATED: The 10th day of September 2007
.................................................. Name: Jan Macpherson Title: Company Secretary
If you are unable to attend but wish to vote on matters to be dealt with at the meeting, please complete and return the attached Proxy Form.
Agenda
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Approval of Options attaching to Placement
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Approval of grant of other options to directors and executives
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Approval of options attaching to the exercise of the Line of Credit
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Approval of the appointment of Mr John Hutchinson as a director of Environmental Clean Technologies Limited.
Notes re 1
The recent $2.5million placement was on the basis that additional options would issue on a 2:1 basis at an exercise price of 12 cents expiring on 5 October 2010 being 3 years from the date of this General meeting. The issue of the options was subject to the approval of the members and is the basis for the calling of this General Meeting.
Notes re 2
2.1 As part of the engagement of the Managing Director, Mr Con Galtos and Mr Kosmas Sergio Galtos as the Commercialisation Manager, Tesabay Investments Pty Ltd and/or its nominee/s is entitled to the issue of 12,500,000 options (9.5M for providing the MD and 3M for the Commercialisation expert) exercisable on certain conditions as follows:
2,500,000 options to be issued immediately with an exercise price of 12 cents and exercisable in batches of no less than 500,000 when the value of the Company’s shares has achieved a VWAP of 15 cents for 5 consecutive days. Expiring on 15 February 2010.
5,000,000 options to be issued immediately, with an exercise price of 20 cents and exercisable in batches of no less than 500,000 when the value of the Company’s shares has achieved a VWAP of 30 cents for 5 consecutive days, expiring on 15 February 2010.
5,000,000 options to be issued immediately, with an exercise price of 20 cents and exercisable in batches of no less than 500,000 when the value of the Company’s shares has achieved a VWAP of 35c for 5 consecutive days, expiring on 15 February 2010.
2.2 As recognition of his past service as CEO of the Company the Directors determined that, subject to approval of the Members, Danny Mills be offered options on the following terms:
1,500,000 to be issued immediately, to DHCRA Pty Ltd ACN 123 13 6 416, as the Trustee of the Mills Family Trust. These options are to have an exercise price of 25c and are exercisable in batches of no less than 500,000 when the value of the Company’s shares has achieved a VWAP of 30c for 5 consecutive days. They will be escrowed for 12 months from the date of issue and will expire on 5 October 2010.
2.3 As part of the engagement of the services of Blairgowrie Pty Ltd as Company Secretary of the Company, the Directors have determined that, subject to the approval of the Members, Blairgowrie Pty Ltd be offered options on the following terms;
Providing Blairgowrie Pty Ltd is still engaged to provide the services of the Company Secretary on 14[th] February 2008 it be granted 1,000,000 options exercisable at 20c and expiring on 14[th] February 2011.
Notes re 3
The Company has obtained an equity line of credit of $15,000,000 from Fortrend Securities Pty Ltd on the condition that for each 100 shares purchased via the equity line of credit, the company will issue 25 options an exercise price of 10% above the VWAP of the day of that particular issue. The options will expire three years after the date of issue.
Notes re 4
Mr John Hutchinson was appointed as a non-executive director by the Board of Directors to add industry expertise to the board and to fill a vacancy on the Board. As the first General meeting following his appointment, Mr Hutchinson stands down and offers himself for re-election. His re-election is supported unanimously by his fellow Board members.
A short biography of Mr Hutchinson follows:
Mr John Hutchinson brings to the board a wealth of engineering experience in the coal and utilities field. John was born, educated and initially employed at Yallourn in the Latrobe Valley region of Victoria. He held a variety of positions leading to being a key member of the senior management team within the State Electricity Commission. John was responsible for $12B electricity generating, coal production and Latrobe Valley SEC assets and their performance during his employment with SEC. Mr Hutchinson was appointed General Manager of the Coal Corporation of Victoria and was the first CEO of Energy Brix Australia, guiding it to profitability from an inherited loss situation.
Mr Hutchinson’s experience in the coal industry incorporated major brown coal boilers, high pressure steam and gas turbines and associated plant, coal winning and handling systems and briquette manufacturing factories. Mr Hutchinson is a board member of Gippsland Regional Economy and Ecology Network Inc.
PROXY FORM
APPOINTMENT OF PROXY ENVIRONMENTAL CLEAN TECHNOLOGIES LTD ACN 009 120 405
I/We
being a shareholder of Coziron Resources Ltd entitled to attend and vote
Holder Identification No: ……………………………………………………………………………………………
for the purposes of voting at the General Meeting, hereby
Appoint
Name of proxy
or failing the person so named or, if no person is named, the Chairman of the General Meeting or the Chairman’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 Computershare Conference Centre, Yarra Falls, 452 Johnson Street, Abbotsford, Victoria, at 10:00am EST on Wednesday, 10[th] October 2007, and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.
Voting on Business of the Annual General Meeting
FOR AGAINST ABSTAIN
Resolution 1 Approval of Options attaching to Placement Resolution 2.1 Approval of grant of options to Tesabay Investments Pty Ltd Resolution 2.2 Approval of grant of options to Blairgowrie Pty Ltd Resolution 2.3 Approval of grant of options to DHCRA Pty Ltd Resolution 4 Approval of options attaching to Fortrend Securities line of credit Resolution 5 Approval of appointment of John Hutchinson as Director
If you do not wish to direct your proxy how to vote, please place a mark in this 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 votes cast by him other than as proxy holder will be disregarded because of the interest. The Chairman will vote in favour of all of the resolutions if no directions are given.
YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY FORM WILL BE DISREGARDED.
If you mark the abstain box for a particular item, 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.
Signed this day of 2007
By:
Individuals and joint holders
Companies (affix common seal if appropriate)
Signature Director Signature Director/Company Secretary Signature Sole Director and Sole Company Secretary
ENVIRONMENTAL CLEAN TECHNOLOGIES LTD ACN 009120405
Instructions for Completing ‘Appointment of Proxy’ Form
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A shareholder entitled to attend and vote at a meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
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A duly appointed proxy need not be a shareholder of the Company. In the case of joint holders, all must sign.
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Corporate shareholders 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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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 shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.
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Where a proxy form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.
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To vote by proxy, please complete and sign the proxy form enclosed and either:
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(a) send the proxy form by post to Environmental Clean Technologies Ltd, Level 13/222 Kingsway, South Melbourne, VIC 3205 so that it is received not later than 10:00am EST on Monday, 8th October 2007.
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(b) send the proxy form by facsimile to the Company on facsimile number (03) 94398393 so that it is received not later than 10:00am EST on Monday, 8th October 2007.
Proxy forms received later than this time will be invalid.