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LASERBOND LIMITED Proxy Solicitation & Information Statement 2008

May 14, 2008

65215_rns_2008-05-14_01bfac03-e5cc-40b3-af4c-c2881d3c314b.pdf

Proxy Solicitation & Information Statement

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LASERBOND LIMITED ABN 24 057 636 692

NOTICE OF GENERAL MEETING

TIME: 11am(EST) DATE: 20 June 2008 PLACE: Laserbond Limited 28 York Rd Ingleburn NSW 2565

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company on (02) 9829 3815.

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders of Laserbond Limited which this Notice of Meeting relates to will be held at 11am (EST), 20 June 2008 at:

Laserbond Limited 28 York Rd Ingleburn NSW 2565

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Meeting as soon as possible and:

  • (a) send the proxy form by facsimile to the Company on (02) 9238 1983 (International +612 9238 1983); or

  • (b) send the proxy form to the Company at PO Box 2537, Sydney, NSW 2001; or

  • (c) deliver the proxy form to the Company at Level 56, MLC Centre, 19 – 29 Martin Place, Sydney NSW 2000.

so that it is received not later than 11am (EST), 18 June 2008.

Proxy forms received later than this time will be invalid.

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NOTICE OF GENERAL MEETI NG

Notice is given that the General Meeting of Shareholders of Laserbond Limited will be held at the offices of Laserbond Limited at 11am (EST) on 20 June 2008.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company on 18 June 2008 at 11am (EST).

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

1. RESOLUTION 1 – REMOVAL OF AUDITOR

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That BDO Kendalls, the current auditor of the Company be removed as the auditor of the Company effective from the date of the Meeting.”

2. RESOLUTION 2 – APPOINTMENT OF AUDITOR

To consider, and if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

“That, subject to the passing of Resolution 1, Robert Neilson Partners being qualified to act as auditor of the Company and having consented to act as auditor of the Company, be appointed as the auditor of the Company effective from the date of the Meeting and the Directors be authorised to agree the remuneration.”

Short Explanation: In the event Shareholders consent to the removal of BDO Kendalls as auditor, a new auditor needs to be appointed. Robert Neilson Partners has consented to be appointed as auditor subject to the approval of Shareholders.

DATED: 12[th] May 2008

BY ORDER OF THE BOARD

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MR WAYNE HOOPER LASERBOND LIMITED

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Voting Exclusion Note:

Where a voting exclusion applies, the Company need not disregard a vote if 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 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.

EXPLANATORY STATEMENT

The Company wishes to change auditing firms to reduce costs and requests this be attended to now, rather than at the Annual General Meeting.

1. RESOLUTION 1 – REMOVAL OF AUDITOR

Under Section 329 of the Corporations Act, an auditor of a company may be removed from office by resolution at a general meeting of which 2 months notice of intention to move the resolution has been given. The notice of intention to remove BDO Kendalls is provided to Shareholders with this Notice of General Meeting.

It should be noted that under this section, if a company calls a meeting after the notice of intention has been given, the meeting may pass the resolution even though the meeting is held less than 2 months after the notice of intention is given.

The Company provides the notice of intention to Shareholders and seeks the approval to remove the auditor even though the meeting will be held less than 2 months after the notice of intention and nomination is given in Schedule 1 to this Notice.

2. RESOLUTION 2 – APPOINTMENT OF AUDITOR

Under Section 327D of the Corporations Act, the Company in a general meeting may appoint an auditor to replace an auditor removed under Section 329 of the Corporations Act.

If BDO Kendalls is removed under Resolution 1, the Directors propose that Robert Neilson Partners be appointed as the Company’s auditor effective from the Meeting. The notice of nomination of Robert Neilson Partners as auditor of the Company, along with a notice of intention to remove, is provided to Shareholders in Schedule 1 to this Notice of General Meeting. Robert Neilson Partners has consented to act as auditor of the Company.

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GLOSSARY

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Company means Laserbond Limited (ABN 24 057 636 692).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

EST means Eastern Standard Time, Sydney, New South Wales.

Explanatory Statement means the explanatory statement to the Memorandum.

General Meeting means the meeting convened by the Notice.

Notice means the notice of meeting which forms part of this Notice of General Meeting.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

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Schedule 1

PROXY FORM

APPOINTMENT OF PROXY LASERBOND LIMITED ABN 24 057 636 692

I/We

being a Member of Laserbond Limited entitled to attend and vote at the Meeting, hereby

Appoint

Name of proxy OR

Mark this box if you wish to appoint the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at 11am (EST) on 20 June 2008 at 28 York Rd, Ingleburn NSW 2565 and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

Voting on Business of the General Meeting Voting on Business of the General Meeting
FOR AGAINST ABSTAIN
Resolution 1 Removal of Auditor
Resolution 2 Appointment of Auditor

If the Chair of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in this box.

By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even though 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. The Chairman will vote in favour of all of the resolutions if no directions are given. 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.

YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY FORM WILL BE DISREGARDED.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

Signed this day of 2008

By: Individuals and joint holders Companies (affix common seal if appropriate)

Signature Director
Signature Director/Company Secretary
Signature Sole Director and Sole Company Secretary

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LASERBOND LIMITED ABN 24 057 636 692

Instructions for Completing ‘Appointment of Proxy’ Form

A member entitled to attend and vote at a 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. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

  1. A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

  2. Corporate shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions 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:

  • directors of the company;

  • a director and a company secretary of the company; or

  • for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

  1. 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, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting

  2. Where a proxy form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

  3. To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Meeting as soon as possible and either:

  • (a) send the proxy form by facsimile to the Company on (02) 9238 1983 (International +612 9238 1983); or

  • (b) send the proxy form to the Company at PO Box 2537, Sydney, NSW 2001; or

  • (c) deliver the proxy form to the Company at Level 56, MLC Centre, 19 – 29 Martin Place, Sydney NSW 2000.

so that it is received not later than 11am EST on 18 June 2008.

Proxy forms received later than this time will be invalid.

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