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MACH7 TECHNOLOGIES LIMITED — AGM Information 2007
Oct 22, 2007
65285_rns_2007-10-22_ed579fad-5271-4770-9d1b-31d8eafd7e48.pdf
AGM Information
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Safety Medical Products Limited
ABN 26 007 817 192
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8 Greenhill Road Wayville SA 5034 Tel 61 8 8285 5226 Fax 61 8 8285 3228
Notice of 2007 Annual General Meeting
Notice is hereby given that the 2007 Annual General Meeting of the shareholders of Safety Medical Products Limited will be held in the Tower Room at The Lion Hotel, 161 Melbourne Street, North Adelaide, South Australia on Friday 23 November 2007 at 2.00pm (Adelaide time) to transact the following:
Ordinary Business
1 Receipt of Accounts and Reports
To receive and consider the financial report, the Directors’ report and the Auditor’s report for the year ended 30 June 2007.
2 Remuneration Report
To adopt the remuneration report as set out in the Director’s report for the year ended 30 June 2007.
Note – the vote on this resolution is advisory only and does not bind the Directors or the Company.
3 Election of Directors
- 3.1 Dr Joseph Nicholas retires by rotation in accordance with the Company’s Constitution and being eligible offers himself for re-election.
Information about the candidate appears on the attached Explanatory Statement.
By Order of the Board
Bruce Hocking Company Secretary
22 October 2007
Voting
How you can vote
You may vote by attending the Annual General Meeting in person or by proxy.
If you wish to vote in person, please attend the Annual General Meeting and bring the attached Chairman’s letter to enable prompt registration. Corporate members wishing to appoint a representative to the Annual General Meeting on behalf of the member should ensure that their representative can provide appropriate evidence of his/her appointment.
Voting Entitlements
For the purpose of the meeting, shares in the Company will be taken to be held by the persons who are registered holders at close of business on Wednesday, 21 November 2007. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.
Proxies
Please note that
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a) A Member entitled to attend and vote at this meeting is entitled to appoint not more than two proxies to attend and vote in his/her stead, pursuant to the Constitution.
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b) If a Member appoints one proxy only, that proxy shall be entitled to vote on a show of hands, but if a Member appoints two proxies neither shall be entitled to vote on a show of hands.
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c) Where more than one proxy is appointed, each proxy may be appointed to represent a specified portion or number of the votes that the proxy may exercise. Where the form appointing two proxies does not specify the portion or number of votes that each proxy may exercise, each proxy may exercise half of the member’s votes.
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d) A proxy need not be a member and can be an individual or a body corporate. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative to exercise its powers as proxy at the meeting.
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e) The instrument appointing a proxy and the power of attorney (if any) under which it is signed, or a certified copy of the power, must be deposited at the Share Registry of the Company, Registries Limited located at Level 2, 28 Margaret Street, Sydney, New South Wales, 2000 or at the Company’s Registered Office, 8 Greenhill Road, Wayville, South Australia, 5034, or by facsimile to Registries Limited on +61 2 9279 0664 at least 48 hours before the meeting.
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f) For more details concerning the appointment of proxies and addresses to which proxy forms may be mailed, please refer to the reverse side of the proxy form.
Safety Medical Products Limited
ABN 26 007 817 192
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8 Greenhill Road Wayville SA 5034 Tel 61 8 8285 5226 Fax 61 8 8285 3228
Explanatory Statement
This Explanatory Statement accompanies and forms part of the Notice of 2007 Annual General Meeting of shareholders proposed to be held in the Tower Room at The Lion Hotel, 161 Melbourne Street, North Adelaide, South Australia on Friday 23 November 2007 at 2.00pm (Adelaide time).
Item 2 – Adoption of remuneration report
The Safety Medical Products Board is submitting its remuneration report (as set out in the Director’s report) to shareholders for consideration and adoption by way of a non-binding resolution.
The remuneration report is set out on pages 10 to 16 of the Safety Medical Products 2007 annual report. It is also available on the Safety Medical Products internet site (www.safetymed.com.au). The report:
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Explains the Board’s policies in relation to the nature and level of remuneration paid to directors and senior managers within Safety Medical Products
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Provides a summary of the performance evaluation system, explaining how performance is measured and incentives determined
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Sets out remuneration details for each director and for each member of the Safety Medical Products senior executive management team
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Makes clear that the basis for remunerating non-executive directors is distinct from the basis for remunerating executives, including executive directors
A reasonable opportunity will be provided for discussion of the remuneration report at the meeting.
The board unanimously recommends that shareholders vote in favour of item 2. The board believes that the remuneration policies that have been adopted by Safety Medical Products represent appropriate remuneration arrangements given the Company's size and the industry in which it operates.
Item 3 – Election of Directors
Resume of the candidate for election to the office of Director is as follows:
Joseph Nicholas MB BS MAICD (age 50)
Independent Non-Executive Director since 2005. Chairman of the Audit Committee.
Dr Nicholas is a general practitioner with a practice in Fairfield Heights, Sydney. Dr Nicholas is the Chairman of Australian Medical Co-operative Limited.
Questions and Comments by Shareholders at the Meeting
In accordance with the Corporations Act 2001, a reasonable opportunity will be given to shareholders – as a whole – to ask questions about or make comments on the management of Safety Medical Products at the 2007 Annual General Meeting.
Similarly, a reasonable opportunity will be given to shareholders – as a whole – to ask Safety Medical Products’ external auditor, Bentleys MRI Adelaide Partnership, questions relevant to:
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a) The conduct of the audit
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b) The preparation and content of the auditor’s report
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c) The accounting policies adopted by Safety Medical Products in relation to the preparation of its financial statements
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d) The independence of the auditor in relation to the conduct of the audit
Shareholders may also submit a written question to Bentleys MRI Adelaide Partnership if the question is relevant to the content of the audit report or the conduct of its audit of Safety Medical Products’ financial report for the year ended 30 June 2007.
Relevant written questions for Bentleys MRI Adelaide Partnership must be received no later than 5.00pm (Adelaide time) on Friday, 16 November 2007. A list of those relevant written questions will be made available to shareholders attending the AGM. Bentleys MRI Adelaide Partnership will either answer the questions at the AGM or the Chairman may permit Bentleys MRI Adelaide Partnership to table written answers to them at the AGM. If written answers are tabled at the AGM, they will be made available to shareholders as soon as practicable after the AGM.
Written questions for Bentleys MRI Adelaide Partnership can be sent:
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To Registries Limited at the address on the enclosed reply envelope; or
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By facsimile to +61 2 9279 0664; or
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To Safety Medical Products at our registered office 8 Greenhill Road Wayville SA 5034; or
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By email to: [email protected]
By no later than 5.00pm Adelaide time on Friday, 16 November 2007.