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EVT LIMITED AGM Information 2007

Oct 24, 2007

64888_rns_2007-10-24_6f573cf2-a32e-48b2-a426-bbb5b775062e.pdf

AGM Information

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the shareholders of Amalgamated Holdings Limited (the “Company” ) will be held at the State Ballroom, State Theatre, 49 Market Street, Sydney, New South Wales on Friday 30 November 2007 at 10:00am (Sydney time).

ORDINARY BUSINESS

Annual Report

  1. To receive and consider the financial statements of the Company and its controlled entities (collectively the “ Group ”) and the reports and declarations of the directors and of the auditor for the year ended 30 June 2007.

Remuneration Report

  1. To adopt the remuneration report for the year ended 30 June 2007.

Note – the vote on this resolution is advisory only and does not bind the directors or the Company.

Directors

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

  1. “That Mr Alan Graham Rydge being a director who retires by rotation, in accordance with rule 63 of the Constitution, and being eligible, is re-elected as a director of the Company.”

  2. “That Mr Anthony James Clark being a director who retires by rotation, in accordance with rule 63 of the Constitution, and being eligible, is re-elected as a director of the Company.”

SPECIAL BUSINESS

Increase Cap on Non-Executive Directors’ Remuneration

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

  1. “That the shareholders approve for all purposes, including ASX Listing Rule 10.17 and rule 67 of the Constitution, the maximum aggregate remuneration that the Company may pay its non-executive directors in any financial year be increased by $300,000 from $800,000 to $1,100,000 with effect from 1 July 2007.”

Voting exclusion statement:

As required by the ASX Listing Rules, the Company will disregard any votes cast on resolution 5 by a director and any associate of a director of the Company. 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.

Award of Shares to the Managing Director under the Executive Performance Share Plan

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

  1. “That the shareholders approve for all purposes, including ASX Listing Rule 10.14, the award of up to 100,000 fully paid ordinary shares in the Company, for no consideration, to the Managing Director Mr David Seargeant pursuant to the Executive Performance Share Plan and on the terms summarised in the Explanatory Notes to the Notice of Annual General Meeting.”

Voting exclusion statement:

As required by the ASX Listing Rules, the Company will disregard any votes cast on resolution 6 by Mr David C Seargeant and any associate of Mr Seargeant. 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.

By order of the Board:

GREG DEAN

Company Secretary Sydney, 22 October 2007

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EXPLANATORY NOTES

These Explanatory Notes are intended to provide shareholders of the Company with information to assess the merits of the proposed resolutions in the accompanying Notice of Meeting.

The directors recommend that shareholders read these Explanatory Notes in full before making any decision in relation to the resolutions.

ITEM 1 – ANNUAL REPORT

The Corporations Act 2001 requires that the reports of the directors and the auditor and the financial statements of the Company (collectively the “Annual Report” ) be laid before the Annual General Meeting. The Corporations Act 2001 does not require a vote of shareholders at the Annual General Meeting on such reports or statements.

The Annual Report is available on the Company’s internet site (www.ahl.com.au/investors/annualreports/index.asp). Shareholders who would like a hard copy of the Annual Report free of charge should contact the share registry on 1300 855 080. Shareholders who have specifically requested a hard copy of the Annual Report will receive it in the mail.

Shareholders will be given the opportunity to ask questions of the Board of directors and the auditor in relation to the 2007 Annual Report at the Annual General Meeting.

ITEM 2 – REMUNERATION REPORT

The remuneration report is set out on pages 31 to 40 of the 2007 Annual Report, available on the Company’s internet site (www.ahl.com.au). The report:

  • explains the structure of, and rationale behind, the Group’s remuneration practices and the link between the remuneration of senior executives and the Group’s performance;

  • sets out remuneration details for each director of the Company and for each member of the Group’s senior executive team during the year; and

  • makes clear that the basis for remunerating non-executive directors is distinct from the basis for remunerating executives, including the executive director.

A reasonable opportunity will be provided for discussion regarding the remuneration report at the Annual General Meeting.

The vote on the remuneration report is advisory only, and does not bind the directors or the Company. Nevertheless, the Nomination and Remuneration Committee will take into account the discussion on this item and the outcome of the vote when considering the future remuneration arrangements of the Company and the Group.

The Board recommends that shareholders vote in favour of item 2.

The Chairman of the Meeting intends to vote undirected proxies in favour of the adoption of the remuneration report.

ITEMS 3 AND 4 – RE-ELECTION OF DIRECTORS

Mr Alan Graham Rydge

Mr Alan Graham Rydge, a non-executive director and Chairman of the Board, retires by rotation in accordance with the Constitution. Rule 63 of the Constitution states that no director (excluding the Managing Director) shall remain in office for a period in excess of three years without re-election.

A profile of Mr Rydge is included in the 2007 Annual Report.

Mr Anthony James Clark

Mr Anthony James Clark, an independent non-executive director, retires by rotation in accordance with the Constitution. Rule 63 of the Constitution states that no director (excluding the Managing Director) shall remain in office for a period in excess of three years without re-election.

A profile of Mr Clark is included in the 2007 Annual Report.

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As part of its ongoing performance review process, the Board considered Alan Rydge and Anthony Clark’s contribution to the Board and strongly supports the re-election of Messrs Rydge and Clark as directors of the Company.

The Chairman of the Meeting intends to vote undirected proxies in favour of the re-election of each of Alan Rydge and Anthony Clark.

ITEM 5 – INCREASE CAP ON NON-EXECUTIVE DIRECTORS’ REMUNERATION

The maximum aggregate remuneration that the Company may pay non-executive directors in any financial year is currently $800,000. This amount does not include other payments that may be payable to non-executive directors as specified in the Constitution. The current aggregate limit was approved by shareholders at the Annual General Meeting held in 2005. Variations to the aggregate limit were also approved by shareholders at the Annual General Meetings in 2002, 1995 and 1988.

Shareholder approval is sought to increase the maximum aggregate amount payable to non-executive directors in any financial year by $300,000 from $800,000 to $1,100,000. The increase is being sought in order to:

  • (a) allow for some future increases in fees to maintain market competitiveness and to reflect increasing responsibilities and demands on non-executive directors;

  • (b) continue to attract directors with the appropriate experience and skills; and

  • (c) to provide future flexibility to increase the size of the Board, if and when appropriate.

The Board’s remuneration policy for non-executive directors aims to ensure that the Company can attract, retain and appropriately remunerate suitably skilled, experienced and committed individuals to serve on the Board and its committees. An increased maximum aggregate amount gives the Company the flexibility to offer fees which are sufficiently competitive to attract and retain high quality and experienced non-executive directors. The proposed increase will provide the Company with the flexibility to ensure that a top calibre Board of appropriate size serves the Company and its shareholders.

The Company undertakes regular reviews of the fees paid to non-executive directors to ensure that the fees paid by the Company are competitive and enable the Company to attract and retain high calibre directors. This review includes consideration of fees paid to non-executive directors of comparable Australian listed companies. Particular director’s performance, duties and responsibilities, the market comparison and independent advice are all considered as part of the review process .

In the past, when considering this item, various interest groups have raised concerns regarding the operation of, and costs incurred by, the Directors’ Retirement Plan. The Directors’ Retirement Plan was suspended, on 15 May 2003, in respect of any new Board appointments. Page 32 of the 2007 Annual Report outlines the three directors who are the only eligible participants in the Directors’ Retirement Plan. At 30 June 2007, all of the eligible participants have reached the maximum benefit and no further costs will be incurred by the Company in relation to the Directors’ Retirement Plan.

The Board is aware of the general market concerns regarding the level of non-executive directors’ fees (and associated retirement benefits) and the Board believes that the Company has been consistently conservative in relation to the level of fees paid to its directors. The current aggregate limit has not been exceeded and details of the remuneration provided to each non-executive director for the year ended 30 June 2007 are provided in the remuneration report included in the 2007 Annual Report, available on the Company’s website at www.ahl.com.au.

Increasing the maximum amount of non-executive directors’ remuneration payable does not mean that the whole of the new maximum aggregate will be used immediately.

Shareholders should note that the proposed increase in non-executive directors’ remuneration does not relate to salaries paid to executive directors in their capacity as executives of the Company. Executive directors do not receive remuneration in the form of directors’ fees in addition to their salaries.

Given their interest in the subject matter of this resolution, the Board makes no recommendation to shareholders on this resolution.

The Chairman of the Meeting intends to vote undirected proxies in favour of this resolution where permitted to do so by the relevant proxy form.

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ITEM 6 – ISSUE OF SHARES TO MR DAVID SEARGEANT

Shareholder approval is sought for the award of up to 100,000 fully paid ordinary shares in the Company to the Managing Director, Mr David Seargeant, under the Company’s long term incentive arrangements on the terms set out below.

The establishment of the Amalgamated Holdings Limited Executive Performance Share Plan (the “Plan” ) was approved by shareholders at the Company’s Annual General Meeting held on 20 October 2006. The Plan provides an incentive for executives to achieve above average performance over the medium to long term in the Company’s businesses. Under the Plan the directors of the Company make an award of fully paid ordinary shares in the Company to certain senior executives. The shares remain in the possession of the trustee of the Plan, and will not vest in the executive until the performance criteria specified by the Board at the time of the award of the shares has been achieved.

The Company has awarded shares to certain senior executives on similar terms to those set out below. As the Company is required to seek shareholder approval for any award of shares to the Managing Director under ASX Listing Rule 10.14, the Company is unable to award shares to the Managing Director until such approval is obtained. The Board considers that it is important that the remuneration of the Managing Director and members of the senior executive team, including any long term incentive, be on the same terms to ensure a co-ordinated and consistent approach.

The performance criteria to apply to the award of shares is based on earnings per share ( “EPS” ) and Total Shareholder Return ( “TSR” ) growth of the Company as determined by the Board over a three-year period (the “Performance Period” ). Each award is divided into equal portions with each portion being subject to a different performance hurdle.

The extent to which the performance hurdles have been met will be assessed by the Board at the expiry of the Performance Period. The performance hurdles for this award of shares will be based on the Company’s EPS and TSR growth over the Performance Period of the three years from 30 June 2007 (being the “Base Year” ) to 30 June 2010.

The EPS hurdle requires that the Company’s EPS growth for the Performance Period must be greater than the target set by the Board. For the award of shares with an EPS hurdle, the hurdle is as follows:

  • (a) if annual compound EPS growth over the Performance Period is less than 8% no shares will vest;

  • (b) if annual compound EPS growth over the Performance Period is equal to 8%, but less than 12%, the proportion of performance shares vesting will be increased on a pro-rata basis between 50% and 100%; or

  • (c) if annual compound EPS growth over the Performance Period compared to the Base Year is equal to or greater than 12%, all of the performance shares awarded will vest.

The TSR hurdle requires that the growth in the Company’s TSR must be at or above the median of the Company’s comparator group. The comparator group is S&P/ASX 200 (excluding certain trusts, infrastructure groups and mining companies). Growth in TSR is defined as share price growth and dividends paid and reinvested on the exdividend date (adjusted for rights, bonus issues and any capital reconstructions) measured from the time of issue to the time of vesting. For the award of shares with a TSR hurdle, the hurdle is as follows:

  • (a) if annual compound TSR growth over the Performance Period is less than the 51[st] percentile no shares will vest;

  • (b) if annual compound TSR growth over the Performance Period is equal to or exceeds the 51[st] percentile but less than 75[th] percentile, the proportion of performance shares vesting will be increased on a pro-rata basis between 50% and 100%; or

  • (c) if annual compound TSR growth over the Performance Period is equal to or greater than the 75[th] percentile all of the performance shares awarded will vest.

The Board retains the discretion to vary the performance hurdles and criteria.

Details of all shares on issue, the applicable hurdles and the major provisions of the Plan are outlined in the remuneration report in the 2007 Annual Report.

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As advised to shareholders in previous Explanatory Memoranda the directors expect to make awards of shares under the Plan each year. Any shares issued to directors requires approval of shareholders under ASX Listing Rule 10.14, including shares issued under the Plan. Only executive directors are eligible to participate in the Plan. The Company currently has one executive director – Mr David Seargeant, Managing Director of the Company. It is proposed Mr Seargeant be awarded a total of up to 100,000 shares in accordance with the Plan. The Company shall award the shares no later than 29 November 2008.

I f approved by shareholders, the Board will determine the timing of grant and the number of shares granted (up to the maximum number approved by shareholders) following recommendations by the Nomination and Remuneration Committee and subject to the Group’s senior executive remuneration policy. Mr Seargeant will not be required to pay any cash consideration on issue of the shares and there is no loan to Mr Seargeant in connection with the issue of shares. If Mr Seargeant ceases to be employed by the Group during the Performance Period, entitlement to the shares will only be given in limited circumstances.

At the Annual General Meeting held on 20 October 2006 shareholders approved the award of up to 100,000 shares in the Company to Mr Seargeant for no consideration. On 19 February 2007 the Company issued to the trustee 100,000 shares in respect of Mr Seargeant. These shares will not vest until the performance criteria has been satisfied over a three year period ending 30 June 2009. Details of the issue to Mr Seargeant, and Mr Seargeant’s remuneration for the year ended 30 June 2007, are included in the remuneration report in the 2007 Annual Report.

Details of any shares awarded under the Plan to Mr Seargeant will be published in each Annual Report, including the Annual Report that relates to the period in which awards have been made. No awards shall be made under the Plan to any other executive director or associate of the executive director until approval of such awards is made pursuant to a meeting of shareholders in accordance with ASX Listing Rule 10.14.

Each of the non-executive directors of the Company recommends that shareholders vote in favour of this resolution.

Pursuant to ASX Listing Rule 10.15.5 the Company will disregard any votes cast on Item 6 by Mr Seargeant and any associate of Mr Seargeant. 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 direction on the proxy form, or it is cast by a 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.

The Chairman of the Meeting intends to vote undirected proxies in favour of this resolution.

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VOTING ENTITLEMENTS

Directors have determined that the shareholding of each shareholder for the purposes of ascertaining the voting entitlements for the Annual General Meeting will be as it appears in the Share Register at 7:00pm (Sydney time) on 28 November 2007. Accordingly, share transfers registered after that time will be disregarded in determining entitlement to attend and vote at the Annual General Meeting.

PROXIES

  • A shareholder has the right to appoint a proxy, who need not be a shareholder of the Company.

  • A proxy may be an individual or body corporate. If a shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:

  • appoints an individual as its corporate representative to exercise its powers at the meeting, in accordance with section 250D of the Corporations Act 2001 ; and

  • provides satisfactory evidence of the appointment of its corporate representative.

  • If such evidence is not received at least 24 hours before the meeting, the body corporate (through its representative) will not be permitted to act as a proxy.

  • On a poll, shareholders have one vote for every fully paid ordinary share held. On a show of hands, every person present and qualified to vote has one vote.

  • Under the Corporations Act 2001 , if a shareholder appoints more than one proxy, neither proxy may vote on a show of hands, but both proxies will be entitled to vote on a poll.

  • If a shareholder is entitled to cast two or more votes, they may appoint not more than two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the shareholder’s votes. If it is desired to appoint two proxies, then an additional proxy form can be obtained from the share registry of the Company by telephoning 1300 855 080.

  • A representative of a company attending the meeting must present satisfactory evidence of his or her appointment to attend on its behalf, unless previously lodged with the share registry of the Company.

The Proxy Form (see attached) (and if the appointment is signed by the appointor’s attorney, the original authority under which the appointment was signed or a notarially certified copy of the authority) must be deposited at the share registry of the Company, Computershare Investor Services Pty Limited, or by facsimile (03) 9473 2118, or the Company’s Registered Office or by facsimile (02) 9373 6534 and must be received not later than 24 hours before the commencement of the meeting.

QUESTIONS AND COMMENTS BY SHAREHOLDERS AT THE MEETING

In accordance with the Corporations Act 2001, shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions about or to make comments on the management of the Company or the Group.

Similarly, a reasonable opportunity will be given to shareholders to ask the Group’s external auditor, KPMG, questions relevant to:

  • (a) the conduct of the audit;

  • (b) the preparation and content of the Independent Auditor’s Report;

  • (c) the accounting policies adopted by the Company and Group 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 submit written questions to the directors in accordance with the directions on the question sheet accompanying this Notice of Meeting. Shareholders may also submit written questions to KPMG if the questions are relevant to the content of the KPMG Independent Auditor’s Report or the conduct of its audit of the Company or the Group’s financial statements for the year ended 30 June 2007.

Relevant written questions for KPMG must be received no later than 5:00pm (Sydney time) on Friday 23 November 2007. A list of those relevant questions will be made available to shareholders attending the meeting. KPMG will either answer the questions at the meeting or table written answers at the meeting. If written answers are tabled, they will be made available to shareholders as soon as practicable after the meeting.

A question sheet has been provided to you with the material accompanying this Notice of Meeting. Please send any written questions for KPMG by no later than 5:00pm Sydney time on Friday 23 November 2007 to the Registered Office or Computershare at the addresses listed below.

AMALGAMATED HOLDINGS LIMITED COMPUTERSHARE INVESTOR SERVICES PTY LIMITED ABN 51 000 005 103 Level 2/60 Carrington Street Registered Office Sydney NSW 2000 Level 10/49 Market Street GPO Box 242 Sydney NSW 2000 Melbourne VIC 8060 Telephone: (02) 9373 6600 Telephone: 1300 855 080 Facsimile: (02) 9373 6534 Facsimile: (03) 9473 2118

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QUESTIONS FROM SHAREHOLDERS

Your questions regarding matters relating to the Company or the Group that may be relevant to the 2007 Annual General Meeting are important to us. We invite you to use this form to submit any questions that you may have regarding the Annual General Meeting matters.

Please complete and return this form in the envelope provided along with the Proxy Form. Alternatively you can return the form via facsimile to the Registered Office on (02) 9373 6534. Please note that written questions for KPMG must be received no later than 5:00pm (Sydney time) on Friday 23 November 2007.

We will endeavour to address all questions of general interest to shareholders at the 2007 Annual General Meeting.

Shareholder’s Name:

Address:

Shareholder Reference Number or Holder Identification Number:

Questions to Directors

All written questions to the Directors should be submitted no later than 24 hours before the commencement of the Annual General Meeting.

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Questions to KPMG

All written questions to KPMG should be received no later than 5:00pm (Sydney time) on Friday 23 November 2007.

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AMALGAMATED HOLDINGS LIMITED ABN 51 000 005 103 Registered Office Level 10/49 Market Street Sydney NSW 2000 Telephone: (02) 9373 6600 Facsimile: (02) 9373 6534

COMPUTERSHARE INVESTOR SERVICES PTY LIMITED

Level 2/60 Carrington Street Sydney NSW 2000 GPO Box 242 Melbourne VIC 8060 Telephone: 1300 855 080 Facsimile: (03) 9473 2118

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All correspondence to: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 855 080 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9473 2118 www.computershare.com

000001 000 AHD MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Securityholder Reference Number (SRN)

I1234567890

I 1234567890 I ND

I/We being a member/s of Amalgamated Holdings Limited and entitled to attend and vote hereby appoint

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Amalgamated Holdings Limited to be held at State Ballroom, State Theatre, 49 Market Street, Sydney NSW on Friday 30 November 2007 at 10.00am and at any adjournment of that meeting.

IMPORTANT: FOR ITEM 5 BELOW

If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on Item 5 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of that Item and that votes cast by him, 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 Chairman of the Meeting will not cast your votes on Item 5 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item 5.

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For Against Abstain For Against Abstain
2 Remuneration Report SPECIAL BUSINESS
3 To re-elect Mr Alan Graham 5 Increase Cap on
Rydge as a director of the Non-Executive Directors'
Company Remuneration
4 To re-elect Mr Anthony James 6 Award of Shares to the
Clark as a director of the Executive Director under the
Company Executive Performance Share
Plan
----- End of picture text -----

In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the other items of business.

  • If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

In addition to signing the Proxy Form in the above box(es) please provide the information below in case we need to contact you.

1 9 P R

A H D

AHD_PROXY_092843/000001/000001/i

How to complete the Proxy Form

1 Your Address

This is your address as it appears on the company’s Share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an ‘x’) should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's Share registry or you may copy this form.

To appoint a second proxy you must:

  • (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

  • (b) return both forms together in the same envelope.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's Share registry or at www.computershare.com .

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 24 hours before the commencement of the meeting at 10.00am on Friday 30 November 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Registered Office - State Theatre Building Level 10 49 Market Street Sydney NSW 2000 Australia Share Registry - Computershare Investor Services Pty Limited, Level 2, 60 Carrington Street, Sydney NSW 2000 Australia Registered Office - State Theatre Building Level 10 49 Market Street Sydney NSW 2000 Australia Share Registry - Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001 Australia 61 3 9473 2118

Documents may be lodged:

IN PERSON

BY MAIL

BY FAX