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Immuron Ltd — AGM Information 2007
Oct 10, 2007
35121_rns_2007-10-10_de024a4c-cbd9-488f-ac28-12eae0572139.pdf
AGM Information
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ANADIS LIMITED
ACN 063 114 045
NOTICE OF ANNUAL GENERAL MEETING
ANADIS LIMITED (“Company”) gives notice that the Annual General Meeting of the Company will be held at St Michael’s Uniting Church Hall, 120 Collins Street, Melbourne, Victoria on Tuesday, 13 November 2007 at 2.00pm.
ORDINARY BUSINESS
1. RECEIPT OF FINANCIAL REPORTS
To receive and consider the financial report of the Company and the reports of the directors and auditor for the year ended 30 June 2007.
2. ADOPTION OF REMUNERATION REPORT
To receive and adopt the remuneration report for the year ended 30 June 2007.
3. RE-ELECTION OF DIRECTOR
To re-elect, in accordance with article 83 of the Company’s constitution, Dr Peter J. Jenkins who retires by rotation and, being eligible, offers himself for re-election.
4. RE-ELECTION OF DIRECTOR
To re-elect, in accordance with article 83 of the Company’s constitution, Mr Roman Zwolenski who retires by rotation and, being eligible, offers himself for re-election.
SPECIAL BUSINESS
5. APPROVAL OF PRIOR ISSUES OF SECURITIES
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
That the issues of the following shares in, and options of, the Company:
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(a) 78,750 fully paid ordinary shares issued on 13 February 2007;
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(b) 650,000 fully paid ordinary shares, together with 162,500 attaching options, issued on 13 July 2007; and
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(c) 4,739,361 fully paid ordinary shares, together with 1,579,787 attaching options, issued on 24 September 2007;
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on the terms specified in the explanatory statement accompanying this notice of annual general meeting, are approved for the purpose of Listing Rule 7.4 of the ASX Listing Rules.
6. APPROVAL OF ISSUE OF SECURITIES TO RELATED PARTY
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
That the proposed issues of the following shares in, and options of, the Company:
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(a) 150,000 fully paid ordinary shares, together with 50,000 attaching options, to Mrs Gail Jenkins; and
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(b) 150,000 fully paid ordinary shares, together with 50,000 attaching options, to Jenkvest Pty Ltd;
on the terms specified in the explanatory statement accompanying this notice of annual general meeting, are approved for the purpose of Listing Rule 10.11 of the ASX Listing Rules.
7. EMPLOYEE SHARE PLAN
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
That the terms of the Anadis Limited Executive Officer Share Plan adopted by the directors of the Company on 18 September 2007 be approved and that:
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(a) the issue of shares under the Anadis Limited Executive Officer Share Plan be approved as an exception to ASX Listing Rule 7.1; and
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(b) for the purposes of section 260A of the Corporations Act 2001 approval be given to the Company to financially assist employees to acquire shares in the Company pursuant to the terms of the Anadis Limited Executive Officer Share Plan.
8. ISSUE OF SHARES TO DIRECTORS UNDER EMPLOYEE SHARE PLAN
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
That the proposed issue of fully paid ordinary shares in the Company to directors of the Company under the Anadis Limited Executive Officer Share Plan, in part satisfaction of directors’ fees that would otherwise be payable in cash in respect of the three financial years commencing 1 July 2007, in the number and on the terms specified in the explanatory statement accompanying this notice of annual general meeting, is approved for the purpose of Listing Rule 10.14 of the ASX Listing Rules.
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9. OTHER BUSINESS
To consider any other business brought forward in accordance with the Company's constitution or the law.
Signed:
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By order of the Board D.W. WOODS Company Secretary 25 September 2007
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NOTES
These notes form part of the notice of annual general meeting.
Annual Report
The annual report (which includes the financial report, the directors’ report, the auditor’s report and the remuneration report) is available for shareholders to access and download from the investor information page on the Company’s website (www.anadis.com.au).
The annual report will be mailed to those shareholders who have elected to receive a copy.
Shareholders Entitled to Vote
The directors have determined that, for the purpose of voting at the meeting, shareholders are those persons who are the registered holders of shares at 5.00 pm on Sunday, 11 November 2007.
Appointment of Proxies
If you are entitled to vote at the meeting you have the right to appoint a proxy to attend and vote in your place. To appoint a proxy you should use the attached proxy form. The proxy need not be a shareholder of the Company. If you are entitled to cast 2 or more votes you may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.
Proxy forms must be received at 4 Capital Link Drive, Campbellfield, VIC 3061 or by fax on (03) 9358 6399 no later than 9.00am on 12 November 2007.
Bodies Corporate
A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of the Company's shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.
The representative should bring to the meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.
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EXPLANATORY STATEMENT
This information forms part of the notice of annual general meeting. The main purpose of this explanatory statement is to provide shareholders with information concerning all of the resolutions proposed in the notice of annual general meeting.
1. RECEIPT OF FINANCIAL REPORTS
The Company’s financial report and the reports of the directors and auditor for the year ended 30 June 2007 are placed before the meeting giving shareholders the opportunity to discuss these documents and to ask questions. The Company’s auditor will be available to take questions about the preparation and conduct of the audit and audit report.
Shareholders may also submit written questions in relation to the preparation and conduct of the audit and the audit report to the Company’s auditors. These should be sent to 4 Capital Link Drive, Campbellfield, Victoria, 3061, or sent by fax to (03) 9358-6399, no later than close of business on 5 November 2007.
A list of these questions will be available at the annual general meeting and as many questions as possible will be answered at the meeting. Individual replies will not be sent.
2. ITEM 2 - ADOPTION OF REMUNERATION REPORT
The Company’s remuneration report is placed before the meeting and the shareholders may vote to adopt or not adopt the remuneration report. The vote on this resolution is advisory only and does not bind the directors of the Company.
3. ITEMS 3 AND 4 - RE-ELECTION OF DIRECTORS
In accordance with article 83 of the Company’s constitution, at every annual general meeting one-third of the directors (other than the managing director who is exempt under article 85), or, if their number is not a multiple of three, then the numbers nearest to but not less than one-third must retire from office. In accordance with these provisions, Dr Peter J. Jenkins and Mr Roman Zwolenski offer themselves for re-election.
Dr Peter J. Jenkins
Non executive director of Anadis Limited since 1994. He is chairman of the Company’s audit and risk management committee and a member of the scientific committee.
Dr Jenkins is a consultant physician and gastroenterologist and has held, or holds, both clinical research positions within the Alfred Hospital and also the Baker Medical Research Institute, Melbourne. Dr. Jenkins is a director of a number of private and public biotechnology companies. He is experienced in the issues and problems that face early stage biomedical research and development companies in Australia.
Mr Roman Zwolenski
Non-executive director for five years and appointed chairman on 20 July, 2007. He is a member of the Company’s audit and risk management committee
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Mr Zwolenski was managing director/CEO of ASX listed biotech companies Agen Biomedical Ltd and AMBRI Ltd. His career includes eleven years in senior management with major healthcare corporations including Roche in Australia, the UK and Switzerland. He is a fellow of the Australian Institute of Company Directors.
4. ITEM 5 - APPROVAL OF PRIOR ISSUES OF SECURITIES
Issues of Shares and Options
The resolution contained in item 5 of the notice of annual general meeting is being put before shareholders in accordance with ASX Listing Rules 7.1 and 7.4.
Broadly speaking, ASX Listing Rule 7.1 provides that a listed company may not issue, in aggregate, securities comprising more than 15% of its fully paid ordinary shares within a twelve month period without shareholder approval.
The Company has issued the following securities in the twelve month period prior to the date of this notice of annual general meeting:
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(a) on 13 February 2007, 78,750 fully paid ordinary shares, in respect of which no application moneys were payable, to employees of the Company; and
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(b) on 13 July 2007, 650,000 fully paid ordinary shares, at 15.2 cents per share payable in full on application, together with 162,500 attaching options (each to acquire one fully paid ordinary share in the Company at an exercise price of 15.2 cents per share and exercisable by 12 January 2009) to Fortrend Small Cap Investors Limited as announced on 13 July 2007; and
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(c) on 24 September 2007, 4,739,361 fully paid ordinary shares, at 14 cents per share payable in full on application, together with 1,579,787 attaching options (each to acquire one fully paid ordinary share in the Company at an exercise price of 18 cents per share and exercisable by 22 August 2008), to the following persons:
Jalwage Pty Ltd Paul Mason Pty Ltd Dr Joseph and Mrs Ester Blau Dukes Superannuation Fund
Digital Multimedia Educational Systems Pty Ltd Samuel Cyril Driver Paracroft Pty Ltd Holly Weiss
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Sanford Zweifach Biloge Super Fund Capital Creation Nominees Pty Ltd KT4 Partners LLC Robert Schacter FGC Management Pty Ltd ADCOY Pty Ltd David Shvadron
The funds raised from the share issues referred to in paragraphs (b) and (c) are to be used for additional working capital.
Shareholder approval to the above issues of shares and options was not required (and was not obtained) as they constituted less than 15% of the Company’s fully paid ordinary shares. However, as a result of these issues of shares and options, the Company is limited as to the extent of new issues of securities which it can make in the next twelve months without shareholder approval (because of the 15% limit in ASX Listing Rule 7.1).
Under ASX Listing Rule 7.4, the Company can “renew” its ability to issue securities within the limit set out in ASX Listing Rule 7.1 by having shareholders approve the issue of securities for which shareholder approval was not obtained at the time of the issue. The Company therefore seeks shareholder approval to the issue of the shares and options referred to above. If approved, this will give the Company the ability to issue further securities up to 15% of its issued capital without needing to obtain shareholder approval. The board of the Company believes that this will provide the Company with the flexibility to raise additional capital as and when appropriate.
Voting Exclusion Statement
The Company will disregard any votes cast (in any capacity) on the resolution in item 5 of the notice of annual general meeting by any person who participated in the issues, and their associates. However, the Company need not disregard a vote if:
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it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
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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.
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5. ITEM 6 - APPROVAL OF ISSUES OF SECURITIES TO RELATED PARTY
The resolution contained in item 6 of the notice of annual general meeting is being put before shareholders in accordance with ASX Listing Rule 10.11.
Broadly speaking, ASX Listing Rule 10.11 provides that a listed company may not issue or agree to issue securities to a related party without shareholder approval. If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.
The following information is provided in accordance with ASX Listing Rule 10.13 in relation to the proposed issue of securities to Mrs Gail Jenkins and Jenkvest Pty Ltd:
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(a) It is proposed that;
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(i) 150,000 fully paid ordinary shares in the Company, together with 50,000 attaching options (each to acquire one fully paid ordinary share in the Company at an exercise price of 18 cents per share and exercisable by 22 August 2008) be issued to Mrs Gail Jenkins at 14 cents per share payable in full on application; and
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(ii) 150,000 fully paid ordinary shares in the Company, together with 50,000 attaching options (each to acquire one fully paid ordinary share in the Company at an exercise price of 18 cents per share and exercisable by 22 August 2008) be issued to Jenkvest Pty Ltd at 14 cents per share payable in full on application.
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(b) It is proposed that the securities be issued within one month of the date of holding the 2007 annual general meeting.
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(c) Mrs Gail Jenkins is the spouse of Dr Peter J. Jenkins, a director of the Company. Jenkvest Pty Ltd is a company controlled by Dr Jenkins and Mrs Jenkins. Accordingly they are related parties of Anadis Limited.
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(d) The funds raised from the issue of securities are to be used for additional working capital.
Voting Exclusion Statement
The Company will disregard any votes cast (in any capacity) on the resolution in item 6 of the notice of annual general meeting by Mrs Jenkins, Jenkvest Pty Ltd and their associates. However, the Company need not disregard a vote if:
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it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
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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.
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6. ITEM 7 – EMPLOYEE SHARE PLAN
Summary of Plan
On 18 September 2007 the directors resolved to establish the Anadis Limited Executive Officer Share Plan (“Plan”).
The purpose of the Plan is to promote the alignment of long-term shareholder value with the senior employees’ remuneration. A summary of the Plan is as follows:
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(a) All senior employees and directors (both executive and non-executive) of the Company, on either a full-time or permanent part-time basis, are eligible to participate in the Plan.
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(b) Under the Plan eligible employees will be offered ordinary shares in the Company to be subscribed for, or acquired by, a trustee on behalf of the eligible employee.
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(c) The shares issued under the Plan will rank equally with all other ordinary shares in the Company and application will be made for them to be quoted on the Australian Securities Exchange.
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(d) The shares may be issued subject to conditions (such as performance hurdles and forfeiture conditions) and disposal restrictions.
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(e) No application moneys are payable for shares issued under the Plan, unless the board otherwise determines.
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(f) Shares issued to the trustee on behalf of an employee under the Plan will become unrestricted shares on the earliest of the following:
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(i) the end of the period of ten (10) years from the date that they are acquired by the trustee on behalf of an employee;
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(ii) all conditions or disposal restrictions (including any forfeiture conditions) set out in the invitation to the employee have been satisfied or released by the board of the Company in its absolute discretion; or
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(iii) the employee’s employment with the Company terminates.
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(g) Shares issued under the Plan may not be dealt with by the trustee on behalf the employee for whom they are held until they become unrestricted, and only then when they are free of conditions and disposal restrictions.
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(h) Once shares issued under the Plan may be dealt with then the trustee may be directed by the employee for whom they are held to sell the shares and remit the net proceeds of the sale to the employee. In limited circumstances the shares may be transferred to the employee.
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(i) The employee for whom shares are held under the Plan may direct the trustee how to vote the shares. Otherwise the trustee may not exercise voting rights attached to the shares.
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(j) The employee for whom shares are held under the Plan is entitled to dividends paid in respect of the shares and is entitled to participate in any bonus or rights issues.
Section 260A of the Corporations Act 2001 (Cth) provides that a company may only provide financial assistance for the purchase of its own shares in certain circumstances, one of which is in the case of an employee share scheme approved by the members of the company in general meeting.
The Plan may involve the Company providing financial assistance for the purchase of its own shares in that no application moneys are being paid for the shares by the participating employees. Accordingly the board of the Company is seeking approval to the establishment of the Plan.
As mentioned above, under ASX Listing Rule 7.1, a listed company must obtain the approval of its shareholders before it can issue securities, if the number of those securities plus the number of any securities issued in the previous twelve months, is more than 15% of the number of fully paid shares at the start of that twelve month period.
ASX Listing Rule 7.2, exception 9 provides that an issue of securities under an employee incentive scheme is not included in the calculation of the number of securities issued in the previous twelve months for the purposes of ASX Listing Rule 7.1 if within three years before the issue the holders of ordinary securities approved the issue of securities under the scheme as an exception to ASX Listing Rule 7.1. At the time of this notice of annual general meeting no shares have been issued under the Plan.
The passage of the resolution in item 6 of the notice will ensure that the Company has full capacity to raise further capital up to the 15% limit in ASX Listing Rule 7.1.
Voting Exclusion Statement
The Company will disregard any votes cast (in any capacity) on the resolution in item 7 of the notice by any director of the Company, and their associates. However, the Company need not disregard a vote if:
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it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
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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.
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7. ITEM 8 - ISSUE OF SHARES TO DIRECTORS UNDER EMPLOYEE SHARE PLAN
The resolution in item 8 of the notice seeks shareholder approval for the purposes of ASX Listing Rule 10.14 in respect of the possible issue of fully paid ordinary shares in the Company to directors of the Company under the Anadis Limited Executive Officer Share Plan. Any such issue of shares will be in lieu of up to one half of each director’s fees (other than statutory superannuation) that would otherwise be payable in cash to the director following the end of each quarter during the period of three financial years commencing 1 July 2007.
The potential issue of such shares is intended to align the interests of directors with shareholders of the Company, as well as conserve the cash resources of the Company.
Each director may elect by written notice given to the Company at least five business days before the end of each quarter commencing with the quarter ending 30 September 2007 (but subject to shareholder approval) and ceasing with the quarter ending 30 June 2010, that up to one half of the director’s fees (other than statutory superannuation) payable to that director for that quarter will be satisfied by the issue to that director of fully paid ordinary shares in the Company under the Anadis Limited Executive Officer Share Plan. If no election is made then the fees payable to that director for that quarter will be paid in cash.
Shares to be issued to a director under the Anadis Limited Executive Officer Share Plan will be issued within ten business days following the end of the quarter in which the election is made at the volume weighted average price at which the ordinary shares of the Company have traded on the Australian Stock Exchange for last month of that quarter.
Because the volume weighted average price at which the ordinary shares of the Company trade on the Australian Stock Exchange fluctuates virtually on a daily basis and because directors may or may not elect to have payment of their directors’ fees satisfied partly by the issue of shares, it is not possible to specify the maximum number of shares that may be issued to directors consequent upon this resolution being passed.
However, if the resolution is passed the maximum number of shares that may be issued to an individual director following the end of any quarter up to and including the quarter ending 30 June 2010 may be calculated by dividing one half of the quarterly fee payable to that director by the volume weighted average price at which the ordinary shares of the Company have traded on the Australian Stock Exchange for last month of the relevant quarter.
The right of each director to elect to receive shares in place of directors’ fees will continue only for so long as the director continues in office. The shares so issued will, upon issue, immediately vest for the benefit of the relevant director, and will be held by the trustee of the Anadis Limited Executive Officer Share Plan on the terms of the Plan but free of conditions.
The following further information is provided in accordance with Listing Rule 10.15A.
Details of Participants
Only directors of the Company will be entitled to be issued shares from the pool of shares in respect of which the resolution in item 8 of the notice seeks approval.
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Assuming Mr Roman Zwolenski and Dr Peter J Jenkins are re-elected as directors, the directors will comprise Mr Roman Zwolenski, Professor Roy Robins-Browne, Dr Peter J Jenkins and Mr Arie Nudel.
Any additional people who are directors or their associates who become entitled to participate in the Anadis Limited Executive Officer Share Plan after the resolution in item 8 of the notice is approved, who are not named in this explanatory statement, will not participate until shareholders approval is obtained under ASX Listing Rule 10.14.
Shares to be Issued
The maximum number of shares that may be issued to directors under the Anadis Limited Executive Officer Share Plan may be calculated as set out above. No shares have yet been issued, and no shares will be so issued unless and until shareholder approval is obtained.
No shares covered by this shareholder approval will be issued after the date that is three years after the holding of the 2007 annual general meeting.
No loan will be provided to any director in connection with the acquisition of any such shares.
Other Matters
Details of any shares issued to directors under the Anadis Limited Executive Officer Share Plan will be published in each annual report of the Company relating to the period in which those shares have been issued, and a statement that approval of the issue of such shares was obtained under ASX Listing Rule 10.14.
Voting Exclusion Statement
The Company will disregard any votes cast (in any capacity) on the resolution in item 8 of the notice by any director of the Company, and their associates. However, the Company need not disregard a vote if:
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it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
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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.
All correspondence to: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9473 2555 www.computershare.com
000001 000 ANX 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 Anadis 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 Anadis Limited to be held at St Michael's Uniting Church Hall, 120 Collins Street, Melbourne, Victoria on Tuesday 13th November 2007 at 2.00pm and at any adjournment of that meeting.
IMPORTANT: FOR ITEMS 7 AND 8 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 Items 7 and 8 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 those items 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 Items 7 and 8 and your votes will not be counted in computing the required majority if a poll is called on these items. The Chairman of the Meeting intends to vote undirected proxies in favour of each of these items.
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----- Start of picture text -----
For Against Abstain For Against Abstain
2. Adoption of Remuneration 6. Approval of Issue of
Report Securities to Related Party
3. Re-election of Dr Peter J. 7. Approval of Employee Share
Jenkins Plan
4. Re-election of Mr Roman 8. Approval of Issue of Shares to
Zwolenski Directors under Employee
Share Plan
5. Approval of Prior Issue of
Securities
----- 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.
A N X 7 P R
ANX_PROXY_123425/000001/000001/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:
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(a) indicate that you wish to appoint a second proxy by marking the box.
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(b) 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.
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(c) 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 29 hours before the commencement of the meeting at 2.00pm on Tuesday 13th November 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.
Documents may be lodged using the reply paid envelope or: IN PERSON Registered Office - 4 Chapital Link Drive, CAMBPELLFIELD VIC 3061 BY MAIL Registered Office - 4 Chapital Link Drive, CAMBPELLFIELD VIC 3061 BY FAX 61 3 9358 6399
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000002 000 ANXRM MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
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All correspondence to: Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9473 2500 [email protected] www.computershare.com
Dear Securityholder,
We have been trying to contact you in connection with matters arising from your securityholding in Anadis Limited. Unfortunately, our correspondence has been returned to us marked "Unknown at the current address". For security reasons we have flagged this against your securityholding which will exclude you from future mailings of items such as our annual report. However, we are required by law to continue mailing notices of meetings to you.
We value you as a securityholder and request that you supply your current address so that we can keep you informed about Anadis Limited. Where correspondence has been returned to us in error, please let us know so we may correct our records. Upon notification of your new address, or receipt of your advice that an error has occurred, we will remove the flag against your securityholding, thus ensuring you receive all future mailings.
You are requested to include the following;
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Securityholder Reference Number (SRN) or Holder Identification Number (HIN);
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ASX trading code;
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Name of company in which security is held;
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Old address; and
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New address.
Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:
Computershare Investor Services Pty Limited GPO Box 2975 Melbourne VIC 3001 Australia
In addition, if your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.
Yours sincerely
D. W Woods Anadis Limited
ANX ANX_PROXY_123425/000002/000002