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HANSEN TECHNOLOGIES LIMITED — AGM Information 2008
Oct 12, 2008
65073_rns_2008-10-12_bc31ca90-a432-4a6b-a194-15af39dc1a82.pdf
AGM Information
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13 October 2008
The Manager
Company Announcements Office Australian Stock Exchange
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re : Hansen Technologies Limited (ASX CODE : HSN)
Please find attached a copy of the Notice of Meeting, Explanatory Notes and Proxy Form in relation to the Hansen Technologies Limited AGM to be held on Wednesday 19 November 2008 at 11am at 2 Frederick Street, Doncaster, Victoria.
Yours faithfully
Hansen Technologies Limited
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Grant Lister Company Secretary
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Hansen Technologies Limited ABN 90 090 996 455
Dear Shareholder,
On behalf of the Board of Hansen Technologies Limited, I have pleasure in inviting you to our Annual General Meeting to be held at 2 Frederick Street, Doncaster, Victoria on Wednesday 19 November 2008 at 11am.
2 Frederick Street PO Box 6127 Doncaster 3108 Victoria Australia Telephone + 61 3 9840 3000 Facsimile + 61 3 9840 3099
[email protected] www.hsntech.com
The Notice of Meeting, Explanatory Notes and Proxy Form are all enclosed on the following pages.
Registration will commence at 10.30am and is essential for admittance to the meeting. If you are attending the meeting, please bring this letter with you to assist in registering.
If you are unable to attend the meeting and would like to vote, you are entitled to appoint a proxy. This is not compulsory; however, I encourage you to do so by completing the attached Proxy Form and returning it to Link Market Services in the enclosed return addressed envelope or by facsimile. Link Market Services must receive the completed Proxy Form by 11am on Monday 17 November 2008, or the proxy will be deemed invalid.
As advised last year, copies of the 2008 Annual Report are only being distributed to those shareholders who have specifically requested a copy. For those shareholders who did not request a paper copy of the Annual Report please be advised that the Report is now available for viewing on the internet at: www.hsntech.com/investor_relations/annual_reports.asp
I wish to express my appreciation to all shareholders for your continuing support and I look forward to meeting up with you at our AGM.
Yours sincerely
Kenneth Hansen
Chairman Hansen Technologies Limited 13 October 2008
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Hansen Technologies Limited ABN 90 090 996 455
NOTICE OF GENERAL MEETING
Notice is hereby given that the Annual General Meeting (AGM) of Hansen Technologies Limited will be held at 2 Frederick St, Doncaster, Victoria 3108 on Wednesday 19 November 2008 at 11 am.
BUSINESS
- A. Accounts and reports:
To table the financial report of the Company and its controlled entities and the related reports of the Directors and Auditors for the year ended 30 June 2008 and to provide members with the opportunity to raise any issues or ask any questions generally of the Directors.
- B. Resolutions:
To consider and, if thought fit, pass the following resolutions as ordinary resolutions:
-
Adoption of Director’s Remuneration Report: ‘In accordance with the requirements of the Corporations Act, adopt the Remuneration Report for the year ended 30 June 2008 as it appears in the Directors’ Report within the 2008 Annual Report.’
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Re-election of Mr David Osborne:
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‘That Mr David Osborne, a Director retiring by rotation in accordance with the Company’s Constitution and being eligible and having signified his candidature for Office, be and is hereby re-elected a Director of the Company.’
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Election of Mr Phil James:
‘That Mr Phil James a Director appointed by the Board effective from 1 October 2008 until this annual general meeting of the Company in accordance with the Company’s Constitution and being eligible and having signified his candidature for Office, be and is hereby re-elected a Director of the Company.’
By Order of the Board
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Grant Lister Company Secretary 13 October 2008
Page 2
EXPLANATORY NOTES
Resolution 1 – Adoption of diRectoR’s RemuneRAtion RepoRt:
The Annual Report for the year ended 30 June 2008 contains a Remuneration Report (refer pages 11-14) which sets out the remuneration policy for the Company and reports remuneration arrangements in place for Directors and the key management personnel.
The Corporations Act requires the agenda of an annual general meeting to include a resolution for the adoption of the Remuneration Report. The vote on the resolution is advisory only and is not binding on the Directors or the Company.
A reasonable opportunity will be allowed to the shareholders as a whole for questions and comments on the Remuneration Report.
Resolution 2 – Re- election of mR dAvid osboRne
Rule 16 of the Constitution requires one third of directors (except for the Managing Director) to retire each year (by rotation). Mr David Osborne retires this year in accordance with this Rule and is permitted to seek re-election. Personal particulars for Mr Osborne are set out in the Board of Directors information included in the Annual Report.
Resolution 3 – election of mR phil JAmes
Under Rule 13.2 of the Constitution, the Board appointed Mr Phil James as an additional Director to the Board, effective from 1 October 2008. Any Director appointed under Rule 13.2 may hold office only until the next annual general meeting of the Company and is then eligible for election at that meeting. The Board has nominated Mr James to be re-elected as a Director of the Company and in accordance with Rule 16.3 of the Company’s Constitution has received notice in writing signed by Mr James giving consent to the nomination.
Phil James has over 30 years experience in the Australian and New Zealand energy sectors holding senior executive positions with AGL Energy and NGC Holdings (NZ).
Phil’s extensive career of over 25 years with AGL, (Australia’s largest energy retailer, serving more than 3.4 million customers), included positions in sales, marketing, operations and senior executive roles and culminating in his appointment in March 2005 as Group General Manager Retail with responsibility for AGL’s direct energy retail businesses Australia wide.
GENERAL NOTES
entitlement to vote
The Company has determined in accordance with Part 7.11 of the Corporations Regulations that for the purpose of voting at the meeting, shares will be taken to be held by those persons recorded in the Company’s register as at 7pm AEST, Monday 17 November 2008.
coRpoRAte RepResentAtives
For a corporate representative to vote, they will require a Certificate of Appointment of Corporate Representative executed in accordance with the Corporations Act.
voting
On a show of hands, every member present in person or by Proxy or by attorney or, in the case of a corporation, by a duly appointed representative, shall have one vote and on a poll one vote for every share held provided that if a member appoints two proxies or two attorneys, neither proxy or attorney shall be entitled to vote on a show of hands.
pRoxies
A member entitled to attend and vote at the Annual General Meeting may appoint one or two persons to attend and vote at the meeting as the member’s proxy. If you wish to appoint a second proxy you will need to complete a second form. Link Market Services will provide additional proxy forms upon request.
A Proxy need not be a member. If two proxies are appointed, each proxy must be appointed to represent a specified proportion of the member’s voting rights. If the vote split is not specified, it is deemed to be equally divided between the two proxies.
The Proxy Form must be deposited at the Share Registry of the Company, Link Market Services, located at Level 1, 333 Collins Street, Melbourne, or by facsimile to Link Market Services on (02) 9287 0309, by no later than 11 am AEST, Monday 17 November 2008. The Proxy Form must be signed by the member or an attorney duly authorised in writing. If the member is a company, the form must be executed under seal of the company or by its duly authorised officer or attorney. Where two or more persons are registered as members, each person must sign the Proxy Form.
Phil holds a Graduate Diploma in Marketing from the Macquarie Graduate School of Management in Sydney and he is a Graduate of the Australian Institute of Company Directors. He is also a Director of Entity Holdings, a Singapore-based energy metering and measurement business.
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Hansen Technologies Limited ABN 90 090 996 455
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ABN 90 090 996 455
APPOINTMENT OF PROXY
If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.
Please return your Proxy forms to: Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000 Locked Bag A14, Sydney South NSW 1235 Australia Telephone: 1300 554 474 From outside Australia: +61 2 8280 7111 Facsimile: (02) 9287 0309 ASX Code: HSN Website: www.linkmarketservices.com.au
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I/We being a member(s) of Hansen Technologies Limited and entitled to attend and vote hereby appoint
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A
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the chairman OR if you are NOT appointing the Chairman of the of the Meeting Meeting as your proxy, please write the name of the (mark box) person or body corporate (excluding the registered Securityholder) you are appointing as your proxy
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or failing the person/body corporate named, or if no person/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 instructions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 11:00 am on Wednesday, 19 November 2008, at 2 Frederick Street, Doncaster, Victoria 3108 and at any adjournment of that meeting.
Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available on request from the share registry. Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.
B To direct your proxy how to vote on any resolution please insert in the appropriate box below.X
For Against Abstain Resolution 1* Adoption of Director’s Remuneration Report (non-binding resolution)
Resolution 2
Re-election of Mr. David Osborne
Resolution 3
Election of Mr. Phil James
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- 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.
| c | SIGNATURE OF SEcURITYHOLDERS – THIS MUST BE cOMPLETED |
|---|---|
| Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director |
This form should be signed by the Securityholder. If a joint holding, either Securityholder may sign. If signed by the Securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the Securityholder’s constitution and the Corporations Act 2001 (Cwlth).
HSN PRX841
How to complete this Proxy Form
1 Your Name and Address
This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their 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 in section A. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in section A. 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. A proxy may be an individual or a body corporate.
3 Votes on Items of Business
You should direct your proxy how to vote by placing a mark in one of the 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 the items of business, 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 persons as 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.
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, either Securityholder may sign.
Power of Attorney: to sign under Power of Attorney, you must have already lodged the Power of Attorney 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 the corporation 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.
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 by 11:00 am on Monday, 17 November 2008, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.
Proxy forms may be lodged using the reply paid envelope or:
– by posting or facsimile to Hansen Technologies Limited’s share registry as follows:
Hansen Technologies Limited
C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Facsimile: (02) 9287 0309
- delivering it to Level 12, 680 George Street, Sydney NSW 2000.
Link Market Services Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a Unitholder (including your name, address and details of the Units you hold) to be included in the public register of the entity in which you hold Units. Information is collected to administer your Unitholding and if some or all of the information is not collected then it might not be possible to administer your Unitholding. Your personal information may be disclosed to the entity in which you hold Units. You can obtain access to your personal information by contacting us at the address or telephone number shown on this form. Our privacy policy is available on our website (www.linkmarketservices.com.au).