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FIRST LITHIUM LIMITED — AGM Information 2010
Oct 27, 2010
64921_rns_2010-10-27_47178699-1678-4ff9-8081-95a0710a00e2.pdf
AGM Information
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ADVANCED ENGINE COMPONENTS LIMITED
ACN 009 081 770
NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT TO SHAREHOLDERS
TIME: 2.00PM DATE: TUESDAY, 30 NOVEMBER 2010 PLACE: THE CELTIC CLUB, 48 ORD STREET, WEST PERTH
IMPORTANT INFORMATION
This is an important document that should be read in its entirety. If you do not understand it, or any part of it, you should consult with your professional advisers without delay.
You are encouraged to attend the meeting, but if you cannot, you are requested to complete and return the enclosed Proxy Form without delay to Advanced Engine Components Limited at 14 Energy Street, Malaga WA 6090 or by mail to Advanced Engine Components Limited, PO Box 3126, Malaga WA 6090 or by facsimile on facsimile number (+61 8) 9209 6999.
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ADVANCED ENGINE COMPONENTS LIMITED ACN 009 081 770
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Shareholders of Advanced Engine Components Limited (“the Company”) will be held as specified below:
TIME: 2.00pm DATE: Tuesday, 30 November 2010 PLACE: The Celtic Club, 48 Ord Street, West Perth, Western Australia
This is an important document that should be read in its entirety. If you do not understand it, you should consult with your professional advisers without delay.
If you wish to discuss any aspects of this document with the Company, please contact Mr Antony Middleton, Managing Director, on telephone +61 8 9209 6900.
Terms and abbreviations used in this Notice of Annual General Meeting and the Explanatory Statement are defined in Section 6 of the accompanying Explanatory Statement.
ORDINARY BUSINESS
Financial Reports
To receive and consider the financial report and the Directors’ and auditors’ reports for the year ended 30 June 2010.
RESOLUTION 1: Remuneration Report
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That the Remuneration Report for the year ended 30 June 2010 be adopted.”
Note – the vote on this Resolution is advisory only and does not bind the Directors or the Company.
RESOLUTION 2: Re-election of Director – Mr Vivekananthan M.V. Nathan
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Mr Vivekananthan M.V. Nathan being a Director of the Company pursuant to Rule 8.1(d) of the Company’s Constitution, and being eligible, is re-elected as a Director of the Company pursuant to Rule 8.1(e)(1) of the Constitution.”
RESOLUTION 3: Re-election of Director – Mr Manharlal Bhaichand Gathani Jain
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Mr Manharlal Bhaichand Gathani Jain being a Director of the Company pursuant to Rule 8.1(d) of the Company’s Constitution, and being eligible, is re-elected as a Director of the Company pursuant to Rule 8.1(e)(1) of the Constitution.”
NOTICE OF ANNUAL GENERAL MEETING
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RESOLUTION 4: Re-election of Director – Mr Graham Keys
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Mr Graham Keys being a Director of the Company who retires by rotation pursuant to Rule 8.1(e)(2) of the Company’s Constitution, and being eligible, is re-elected as a Director of the Company.”
EXPLANATORY STATEMENT
Shareholders are referred to the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting for further information in relation to the Resolutions.
PROXIES
Members are encouraged to attend the meeting, but if you are unable to attend the meeting, we encourage you to complete and return the enclosed proxy form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
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each Shareholder has the right to appoint a proxy;
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the proxy need not be a Shareholder of the Company; and
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a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.
To vote by proxy, please complete and sign the Proxy Form enclosed with this Notice of the Annual General Meeting as soon as possible and either:
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send the Proxy Form by facsimile to the Company on +61 8 9209 6999;
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post the Proxy Form to the Company at PO Box 3126, Malaga WA 6090; or
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deliver the Proxy Form to the registered office of the Company at 14 Energy Street, Malaga WA 6090.
Proxy Forms must be received by the Company not later than 48 hours before the time specified for the commencement of the Annual General Meeting.
DATE FOR DETERMINING SHAREHOLDERS
For the purposes of regulation 7.11.37 of the Corporations Act, the Directors have set 9.00am (WST) on Monday 29 November 2010 as the time and date to determine who are the registered Shareholders in the Company for the purposes of the Annual General Meeting. Accordingly Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.
Dated: 22 October 2010.
By order of the Board
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Alicia Mitton Company Secretary
NOTICE OF ANNUAL GENERAL MEETING
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EXPLANATORY STATEMENT TO SHAREHOLDERS ADVANCED ENGINE COMPONENTS LIMITED ACN 009 081 770
This Explanatory Statement has been prepared to assist Shareholders of the Company in understanding the business to be put to Shareholders for their consideration at the forthcoming Annual General Meeting of the Company. The Directors recommend that you read this Explanatory Statement and attend the Annual General Meeting.
1. ANNUAL FINANCIAL REPORTS
The Corporations Act requires the Company’s financial statements and reports of the Directors and of the auditors for the year ended 30 June 2010 to be laid before the Annual General Meeting. The financial statements and the reports of the Directors and of the auditors are contained in the Company’s 2010 Annual Report, a copy of which is available on the Company’s website www.advancedengine.com.
While no resolution is required in relation to this item, Shareholders should consider the documents and raise any matters of interest with the Directors when this item is being considered.
2. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT
The Remuneration Report is required to be considered for adoption in accordance with section 250R of the Corporations Act. The Remuneration Report which details the Company’s policy on the remuneration of non-executive Directors, executive Directors and senior executives is part of the Directors Report contained in the Company’s 2010 Annual Report, a copy of which is available on the Company’s website www.advancedengine.com.
The vote on this resolution is advisory only and does not bind the Directors or the Company.
3. RESOLUTION 2: RE-ELECTION OF DIRECTOR - MR NATHAN
It is a requirement under Rule 8.1(e)(1) of the Company’s Constitution that any natural person appointed by the Directors under Rule 8.1(d) of the Constitution either as an addition to the existing Directors or to fill a casual vacancy must be re-appointed at the next Annual General Meeting of the Company. Accordingly, Mr Nathan appointed as a Director on 18 February 2010 pursuant to Rule 8.1(d) of the Constitution retires from office, and being eligible, offers himself for re-election as a Director of the Company pursuant to Rule 8.1(e)(1) of the Constitution.
Mr Nathan is the Deputy Chairman of Deleum Berhad (“Deleum”) a Malaysian based public listed company. Deleum was incorporated in November 2005 and is the holding company of Delcom Services Sdn Bhd (DSSB). DSSB has been supplying a diverse range of supporting specialised products and services to the oil and gas industry for over 25 years. Mr Nathan is a co-founder of DSSB. He joined ESSO Malaysia in 1962 in the Instrumentation and Electrical Engineering Services Department and undertook assignments at ESSO refineries in Malaysia and Thailand. He then worked for Mobil Refinery, Singapore and subsequently as Project Engineer with Avery Laurence (S) Pte Ltd on various projects in Brunei, Thailand and Indonesia and also attended training in Japan with Yokogawa Electric Works. He later joined Teledyne Inc. and was based in the USA for training in management before being posted as its Marketing Director of the Far East Operations. In 1982, together with his founding partners he spearheaded DSSB's venture into the oil and gas industry and was appointed as its Managing Director and later re-designated as President. He was appointed the Deputy Executive Chairman of Deleum in 2006 and re-designated to his current position in June 2010. Mr Nathan is a Council Member of the Malaysian Gas Association and sits on the boards of World Gas Conference (WGC) 2012, Malaysia Deepwater Production Contractors Sdn Bhd and Malaysia Deepwater Floating Terminal (Kikeh) Ltd.
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EXPLANATORY STATEMENT
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4. RESOLUTION 3: RE-ELECTION OF DIRECTOR - MR GATHANI
It is a requirement under Rule 8.1(e)(1) of the Company’s Constitution that any natural person appointed by the Directors under Rule 8.1(d) of the Constitution either as an addition to the existing Directors or to fill a casual vacancy must be re-appointed at the next Annual General Meeting of the Company. Accordingly, Mr Gathani appointed as a Director on 18 February 2010 pursuant to Rule 8.1(d) of the Constitution retires from office, and being eligible, offers himself for re-election as a Director of the Company pursuant to Rule 8.1(e)(1) of the Constitution.
Mr Gathani is a Director of PKF Tax Services Sdn Bhd in Malaysia and a Fellow of the Malaysian Institute of Taxation. He joined the Inland Revenue Board of Malaysia (IRB) soon after completing his Bachelor of Arts at the University of Malaya. His long service culminated in the Directorship of the East Malaysian IRB office of Sabah in 1975. He was awarded the "Ahli Darjah Setia Kinabalu" (ADSK) title by the Yang Di Pertua Sabah in 1978. He has successfully integrated his long civil service career with a successful professional practice since his departure from the IRB. Mr Gathani’s experience and interpretation of the tax laws have gained him wide recognition in the business community. He has acted as an advisor to a number of corporations for all kinds of strategic tax and business related matters. He has also served in the publication committee of the Malaysian Institute of Taxation.
5. RESOLUTION 4: RE-ELECTION OF DIRECTOR - MR KEYS
It is a requirement under Rule 8.1(e)(2) of the Company’s Constitution that one third of all directors, other than the Managing Director, retire at each annual general meeting. Accordingly, Mr Keys retires from office, and being eligible, offers himself for re-election as a Director of the Company.
Mr Keys is a former corporate finance partner of Ernst & Young. He has experience as Executive Director, and subsequently Managing Director, of a publicly listed company, as non-executive Chairman of publicly listed companies and as the executive officer of two large private companies. He formed Norvest Corporate Pty Ltd, a specialist corporate advisory firm, in April 2000 and is the current Executive Chairman of that company. He was appointed a Non-executive Director of the Company on 9 May 2003 and Chairman on 19 October 2004. During the past three years, Mr Keys has also served as a director of Brand New Vintage Ltd, Cape Range Wireless Ltd and Sterling Biofuels International Ltd.
6. DEFINITIONS
In this Explanatory Statement:
Annual General Meeting means the meeting of the Shareholders convened for the purposes (including others) of considering the Resolutions contained in the Notice of Annual General Meeting. Board means the Board of Directors of the Company.
Company means Advanced Engine Components Limited, ACN 009 081 770.
Constitution means the constitution of Advanced Engine Components Limited, ACN 009 081 770. Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company.
Explanatory Statement means the explanatory statement accompanying the Notice of Annual General Meeting.
Notice of Annual General Meeting means the notice convening the Annual General Meeting accompanying this Explanatory Statement.
Proxy Form means the form of proxy accompanying the Notice of Annual General Meeting.
Resolution means a resolution proposed to be passed at the Annual General Meeting and contained in the Notice of Annual General Meeting.
Share means a fully paid ordinary share in the Company.
Shareholder means a person entered in the Company’s register as a holder of a Share.
EXPLANATORY STATEMENT
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ADVANCED ENGINE COMPONENTS LIMITED ACN 009 081 770 ANNUAL GENERAL MEETING PROXY FORM
I/We (print name) ……………………………………………………………………….………..…………………….. of
..………………………………………………………………………………………….……..……………………….…. a member/members of Advanced Engine Components Limited (ACN 009 081 770) hereby appoint
…………………………………………………………………………………………….………………………………... of
…………………………………………………………………………………….…………………………………….…..
or failing him/her …………………………………………………………………….……..……………………………..
of ……………………………………………………………………………………………………………………………
or failing him/her, the Chairman of the meeting, as my/our proxy at the Annual General Meeting of the Company to be held commencing at 2.00pm on Tuesday, 30 November 2010 , and at any adjournment thereof and to vote for me/us on my/our behalf in respect of all/the following* (refer instructions over page)
………………………………………………………………………………………………………. of my/our Shares in the manner as set out below.
In relation to any undirected proxies the Chairman intends to vote in favour of all Resolutions.
If you do not wish to instruct your proxy how to vote, please place a cross in the box.
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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 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 resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.
For Against Abstain Resolution 1 Adoption of Remuneration Report � � � Resolution 2 Re-election of Director – Mr Nathan � � � Resolution 3 Re-election of Director – Mr Gathani � � � Resolution 4 Re-election of Director – Mr Keys � � � Dated this ……… day of ………………………… 2010.
PLEASE SIGN HERE
Individual or Securityholder 1 Securityholder 2 Securityholder 3 Individual/Sole Director and Director Director/ Sole Company Secretary Company Secretary
PROXY FORM
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INSTRUCTIONS FOR COMPLETING THE PROXY FORM
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To vote by proxy, please complete and sign the Proxy Form enclosed with this Notice of Annual General Meeting as soon as possible and either:
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send the Proxy Form by facsimile to the Company on +61 8 9209 6999;
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post the Proxy Form to the Company at PO Box 3126, Malaga WA 6090; or
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deliver the Proxy Form to the registered office of the Company at 14 Energy Street, Malaga WA 6090.
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- Proxy Forms must be received by the Company not later than 48 hours before the time specified for the commencement of the Annual General Meeting.
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A member entitled to attend and vote at the 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 member’s voting rights.
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*If two proxies are appointed you may delete “all” and insert the relevant number or proportion of Shares in respect of which each such appointment is made. 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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Should you desire to direct your proxy how to vote, place a cross in the appropriate box for each item, otherwise your proxy may vote as your proxy thinks fit or abstain from voting.
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A duly appointed proxy need not be a member 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 provision 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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2 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.
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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, 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 corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged with this proxy.
PROXY FORM
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