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LARK DISTILLING CO. LTD AGM Information 2010

Oct 18, 2010

65265_rns_2010-10-18_60140db5-73b4-4142-9e3b-5bbc0b58c04f.pdf

AGM Information

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Montec International Limited NOTICE OF ANNUAL GENERAL MEETING

to be held at 11.30 am on Friday 19 November 2010 at the offices of Grant Thornton Level 17 383 Kent Street Sydney NSW 2000

Shareholders who have elected not to receive a printed copy of the Company's 2010 Annual Report may obtain a copy from the Company's website www.montec-international.com under investor relations.

Registered Office: C/- Australian Company Secretaries Pty Ltd GPO Box 4231 Level 9 20 Hunter Street SYDNEY NSW 2001

Telephone (02) 9252 1933 Facsimile (02) 9235 2709

Montec International Limited ABN 62 104 600 544

Notice is hereby given that the Annual General Meeting ("the Meeting") of Montec International Limited ("the Company") will be held at 11.30 am on Friday 19 November 2010 at the offices of Grant Thornton, Level 17, 383 Kent Street, Sydney, NSW 2000.

ORDINARY BUSINESS

Consideration of Financial Report

To consider the Financial Report and the reports of the Directors and Auditors for the year ended 30 June 2010.

Neither the Corporations Act 2001 nor the Company's Constitution requires a vote of shareholders on the reports or statements. However, shareholders will be given the opportunity to ask questions or make comments on the reports and statements at the meeting.

Resolution 1 Remuneration Report (non binding):

To consider and put to a non-binding vote, the following resolution:

"That the Remuneration Report required by section 300A of the Corporations Act, as contained in the Directors' Report of the Company, for the year ended 30 June 2010 be adopted, details of which are set out in the explanatory notes to resolution 1 in the notice of meeting."

Resolution 2 Re-election of Mr Peter Herd

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

"That Mr Peter Herd retires by rotation in accordance with Clause 5.1 of the Company's Constitution and being eligible, offers himself for reelection, be re-elected as a Director of the Company, details of which are set out in the explanatory notes to resolution 2 in the notice of meeting."

Resolution 3 Election of Mr David Yu

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

"That Mr David Yu, who was appointed a Director during the year, retires in accordance with Clause 8.2 of the Company's Constitution and being eligible, offers himself for election, be elected as a Director of the Company, details of which are set out in the explanatory notes to resolution 3 in the notice of meeting".

Resolution 4 Appointment of Auditors

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

"That subject to the Australian Securities and Investments Commission granting its consent to the resignation of the Company's current auditor, Grant Thornton NSW, for the purposes of section 327B of the Corporations Act and for all other purposes, Grant Thornton Audit Pty Ltd, having been nominated and having consented in writing to act as auditor of the Company, be appointed as auditor of the Company and the directors be authorised to set its remuneration, details of which are set out in the explanatory notes to resolution 4 in the notice of meeting".

BY ORDER OF THE BOARD

N J V Geddes Company Secretary

Montec International Limited

ABN 62 104 600 544

EXPLANATORY NOTES

This Explanatory Memorandum had been prepared for the shareholders of Montec International Limited to provide information about the items of business to be considered at the Annual General Meeting of shareholders to be held on Friday 19 November 2010.

All of the resolutions to be voted on are ordinary resolutions. An ordinary resolution requires a simple majority of votes cast by shareholders entitled to vote on the resolution in order for it to be carried.

If appropriate, and if time permits, the Chairman will discuss key issues raised by shareholders prior to the Meeting and will invite questions and comments from shareholders on these key issues and any other matters that shareholders would like to raise at the Meeting.

Shareholders will also be able to ask questions of Grant Thornton, Montec International Limited's external auditor.

In addition, a reasonable opportunity will be given to members present at the Meeting to ask the Company's auditor questions relevant to the conduct of the audit, the preparation and content of the Auditor's report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor.

If you have an issue or question that you would like discussed at the Meeting, or would like to submit a written question to Grant Thornton before the Meeting, please send your issue or question to the Company Secretary [email protected].

Resolution 1 - Adoption of the Remuneration Report

Consistent with section 250R of the Corporations Act, the Company submits to shareholders for consideration and adoption, by way of a non-binding resolution, its Remuneration Report for the year ended 30 June 2010.

The Remuneration Report is a distinct section of the annual Directors' Report which deals with the remuneration of Directors and executives (which includes senior management) of the Company. The Remuneration Report can be located in the Company's Annual Report on pages 6 to 9.

Resolution 2 – Re-election of Peter Herd

Pursuant to the Constitution Mr Herd will retire by rotation and seeks re-election.

Mr Herd was previously the General Manager of Dairy Farmers' Milk and Beverage Division, previously Regional Director of Australasia for Coca-Cola South Pacific, Division President for Coca-Cola Far East in the Philippines and Country Manager for Hong Kong, Taiwan and Indonesia. Mr Herd has served on the Board since 2003 is a member of the Montec International Limited Audit Committee and Nomination and Remuneration Committee.

The Board supports the re-election of Mr Herd.

Resolution 3 – Election of David Yu

Pursuant to the Constitution Mr Yu will retire and seek election.

Mr Yu was appointed to the Board as a Director on 27 May 2010.

Mr Yu has established several businesses in Australia to complement business interests in China in the areas of finance, travel and retail.

The Board supports the election of Mr Yu.

Resolution 4 – Appointment of Auditors

Grant Thornton has recently combined from a state based federation of firms into a single national firm. Accordingly, they are transferring all of their audit appointments into a new single national audit entity (Grant Thornton Audit Pty Ltd) to replace their various state based

Montec International Limited ABN 62 104 600 544

audit entities. For public companies the appointment of a new audit entity requires a resolution of shareholders at the Annual General Meeting.

The Audit Committee has considered and agreed to this change and the Board has agreed to this resolution being presented to the shareholders of the company for formal vote. To give effect to the change the current Grant Thornton audit entity has requested Australian Securities & Investments Commission ("ASIC") consent to resign in favour of their new national Authorised Audit Company, Grant Thornton Audit Pty Ltd. The resolution is conditional upon ASIC's consent to the resignation of Grant Thornton NSW, and the Company anticipates that this consent will be forthcoming.

In accordance with section 328B of the Corporations Act, notice in writing nominating Grant Thornton Audit Pty Ltd has been given to the Company by a shareholder. A copy of this notice is included in this Notice of Meeting. The appointment of Grant Thornton Audit Pty Ltd will be by vote of shareholders as an ordinary resolution.

Subject to approval by shareholders, the appointment of Grant Thornton Audit Pty Ltd will be effective for the 2011 financial year. Grant Thornton NSW remained responsible for the audit for the 2010 financial year.

The directors recommend that the shareholders vote in favour of this resolution.

Montec International Limited ABN 62 104 600 544

NOTES

    1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on the member's behalf. If the member is entitled to cast two or more votes at the Meeting, the member may appoint not more than two proxies to attend and vote on the member's behalf.
    1. If a member appoints two proxies, each proxy should be appointed to represent a specified proportion or number of the member's votes. In the absence of such a specification, each proxy will be entitled to exercise half the votes.
    1. A proxy need not be a member of the Company.
    1. To appoint a proxy (or two proxies), a proxy form must be signed by the member or the member's attorney duly authorised in writing. If the member is a corporation, the proxy form must be signed either under the corporation's common seal (if any) or under the hand of its attorney or officer duly authorised.
    1. To be effective, a proxy form (and, if it is signed by an attorney, the authority under which it is signed or a certified copy of the authority) must be received by the Company not later than 48 hours prior to the Meeting. Proxy forms and authorities may be sent to the Company by post, personal delivery, fax or email to:

Montec International Limited C/- Australian Company Secretaries Pty Ltd Street address: Level 9, 20 Hunter Street Sydney NSW 2000 Mailing address: GPO Box 4231 Sydney NSW 2001

Fax: (02) 9235 2709 Email: [email protected].

provided that members who forward their proxy forms by fax or email are required to make available the original executed form of the proxy for production, if called upon at the Meeting to do so.

  1. A corporate shareholder entitled to attend and vote at the Meeting may appoint a body corporate representative to attend and vote for the shareholder. Also, as noted previously, a body corporate may be appointed as a proxy.

Montec International Limited will accept the original appointment, a certified copy of the appointment or a certificate from the company giving notice of the appointment as satisfactory evidence of the appointment.

You can lodge your body corporate representative appointment document before the AGM or present the document at the registration desk at the Meeting.

  1. For the purposes of the Annual General Meeting, persons on the register of members as at 11.30 am on Wednesday 17 November 2010 will be treated as members. This means that if you are not the registered holder of a relevant share at that time you will not be entitled to vote in respect of that share.

PROXY FORM

I/We……
(PLEASE PRINT NAME)
Of……
(ADDRESS)
being a Member/Members of Montec International Limited
…….
A
Appoint
(PLEASE PRINT NAME)
or failing the person so named (or if no person is named) the Chairman of the Meeting [if appointing the Chairman see B below] as proxy to vote in
accordance with the following directions (or if no directions have been given as the proxy or the Chairman sees fit) at the Annual General Meeting of
Members of Montec International Limited to be held on Friday 19 November 2010 commencing at 11.30 am and at any adjournment.
B
Exercise of Proxy by Chairman

For undirected proxies, the Chairman intends to vote in favour of each resolution, and by appointing the Chairman as your proxy
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.
C If you wish to direct your proxy how to vote, please place a mark in the appropriate box in C below.
Business
For Against Abstain
Resolution 1 Adoption of the Remuneration Report
Resolution 2 Re-election of Mr Peter Herd
Resolution 3 Election of Mr David Yu
Resolution 4 Appointment of Auditors
D
If Appointing a Second Proxy
State here the percentage of your voting rights %
Or
the number of shares applicable to this Form
Or
Number
E Insert your daytime telephone number (S T D
)
F Signature(s)
Date

Signatures if Corporate Shareholder (See Note F)

Executed in accordance with section 127 of the Corporations Act

Director/Sole Director sign and print name

Director/Secretary sign and print name

Note: For your proxy to be entitled to vote your shares at the Meeting, the completed Proxy Form must be received by the Company not later than 48 hours prior to the Meeting.

Montec International Limited

ABN 62 104 600 544

INSTRUCTIONS FOR COMPLETION OF PROXY FORM

Your vote is important. Please direct your proxy how to vote. For your proxy to be entitled to vote your shares at the Meeting, the Company must receive the completed Proxy Form not later than 48 hours prior to the Meeting. Any proxy received after this deadline will be treated as invalid.

A. Appoint

Insert here the name of the person you wish to appoint as proxy. Members cannot appoint themselves. If you submit a Proxy Form, which does not name a person to act as your proxy, the Chairman of the Meeting will act as your proxy. You can vote your shares by proxy even if you plan to attend the Meeting.

B. Exercise of Proxy by Chairman

For undirected proxies, the Chairman intends to vote in favour of each resolution, and by appointing the Chairman as your proxy 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.

C. Business

If you wish to direct your proxy how to vote on any item, place a mark in the appropriate box. If a mark is placed in a box, your total shareholding will be voted in that manner. You may, if you wish, split your voting direction by inserting the number of shares you wish to vote in the appropriate box. The vote will be invalid if a mark is made against more than one box for a particular item or if the total shareholding shown in "For", "Against" and "Abstain" boxes is more than your total shareholding on the share register.

D. If Appointing a Second Proxy

A Member is entitled to appoint up to two persons (whether Members or not) to attend the Meeting as proxies and vote. If you wish to appoint two proxies please photocopy your proxy form or obtain another proxy form by calling the Company Secretary on (02) 9252 1933. Both Forms should be completed with the nominated percentage of your voting rights or number of shares on each Form. If you do not specify the nominated percentage of your voting rights or number of shares, each of the proxies may exercise half of the votes. Please return these Proxy Forms together.

E. Insert your daytime telephone number. This is required in case we need to contact you.

F. Signature(s)/Date

This Form must be signed and dated by the member. If the member is an Australian corporation, the Form must be executed in accordance with section 127 of the Corporations Act or by an attorney. If this Form is signed by a person who is not the registered shareholder then the relevant authority must either have been exhibited previously to the Company or be enclosed with this Form.

Further Important Information

Please return your completed Proxy Form to the Company Secretary c/- Australian Company Secretaries Pty Ltd, at Level 9, 20 Hunter Street, Sydney, NSW, 2000 (GPO Box 4231, Sydney, NSW, 2001). Alternatively, your Form can be faxed to the Company on (02) 9235 2709 or emailed to [email protected]. To be effective, the Form must be received by the Company at the above address not later than 48 hours prior to the Meeting. If you require further information on how to complete the Proxy Form, telephone the Company Secretary on (02) 9252 1933.