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MACH7 TECHNOLOGIES LIMITED — AGM Information 2009
Oct 27, 2009
65285_rns_2009-10-27_7fc359a0-d79d-4bc6-8de8-637af37e753c.pdf
AGM Information
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SAFETY MEDICAL PRODUCTS LIMITED ABN 26 007 817 192
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of Safety Medical Products Limited (“Company”) will be held at 25 Fenden Road, Salisbury Plain, South Australia 5109, on Monday, 30[th] November 2009 at 9.00 am Adelaide time.
The Explanatory Notes that accompany and form part of this Notice of Annual General Meeting describe in more detail the matters to be considered.
ORDINARY BUSINESS
Annual Financial Report
To receive and consider the Financial Report of the Company and the Directors’ and Auditor’s Reports for the year ended 30[th] June 2009.
RESOLUTIONS
1. Remuneration Report
To adopt the Remuneration Report for the financial year ended 30[th] June 2009, as set out in the Directors’ Report section of the Annual Report.
(Note – the vote on this resolution is advisory only and does not bind the Directors of the Company.)
2. Re-election of a Director
To consider, and if thought fit, pass the following resolution as an ordinary resolution:
“That Dr Joseph Nicholas, a Director retiring by rotation in accordance with the Constitution of the Company, and being eligible, is re-elected as a Director of the Company.”
NOTICE OF ANNUAL GENERAL MEETING SAFETY MEDICAL PRODUCTS LIMITED
ABN 26 007 817 192
SPECIAL BUSINESS
Authority for Share Issue or Ratification of Share Issue
RESOLUTIONS
3. Authority for Share Issue
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and all other purposes, shareholders of the Company hereby approve and authorise the issue of up to 22,890,143 Shares at an issue price of at least 80% of the average market price of the shares calculated over the last five days on which sales in Shares were recorded on the ASX before the date on which the Shares are issued, on the terms and conditions contained in the Explanatory Memorandum”
Voting Exclusion Statement
The Company will disregard any votes on Resolution 3 by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and associates of the person (or those persons). However the Company need not disregard a vote if it is cast by a person as a proxy for a person which is entitled to vote, in accordance with the directions of the proxy form, or it is cast by the person chairing the meeting as proxy for a person which is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
By Order of the Board
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Victoria Marie Allinson Company Secretary Dated 28[th] October 2009
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NOTICE OF ANNUAL GENERAL MEETING SAFETY MEDICAL PRODUCTS LIMITED ABN 26 007 817 192
EXPLANATORY NOTES
Information to Shareholders
How you can vote
You may vote by attending the Annual General Meeting in person or by proxy. 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 by Show of Hands
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Every shareholder may vote.
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On a show of hands every shareholder has one vote.
Voting by Proxy
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A shareholder entitled to attend and vote at this general meeting is entitled to appoint not more than two proxies to attend and vote at this general meeting on that shareholder's behalf.
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A proxy need not be a shareholder of the Company, but should be a natural person over the age of 18 years.
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A shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no such proportion is specified, each proxy may exercise half the shareholder’s votes. However neither may vote on a show of hands.
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In the case of shares jointly held by two or more persons, any joint holder may appoint a proxy but if more than one is present at the meeting (either in person or by proxy or attorney or representative) the joint holder whose name appears first in the Company’s register shall alone be entitled to vote in respect of those shares.
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Any shareholder that is a body corporate may appoint an individual as its representative as provided by the Corporations Act 2001.
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Shareholders who wish to appoint a proxy may do so by returning a completed proxy form in addition to the power of attorney or other authority (if any) under which it is signed (or a certified copy) to the Company's share registry. The proxy can be returned by postal mail or by facsimile to Registries Limited.
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If you require an additional proxy form, the Company will supply it on request.
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To be valid, proxy forms and the power of attorney or other authority (if any) under which it is signed (or an attested copy) must be received by the Company no later than 48 hours before the time for holding the meeting, at:
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(a) the Company's share registry: Registries Limited, Level 7, 207 Kent Street, Sydney, New South Wales 2001; or
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(b) by facsimile: +61 2 9279 0664.
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A proxy form is attached to this Notice of General Meeting.
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NOTICE OF ANNUAL GENERAL MEETING SAFETY MEDICAL PRODUCTS LIMITED
ABN 26 007 817 192
Shareholder Questions
The chairman of the meeting will allow a reasonable opportunity for shareholders to ask questions or make comments on the management of the Company.
To assist the Board of Directors and the auditor of the Company in responding to any questions you may have, please submit any questions you have entitled 'Questions from shareholders' to the address below to be received no later than 5.00 pm CST on 22[nd] November 2009 .
In person or by mail: Registered Office – 25 Fenden Road, Salisbury Plain, South Australia 5109
By facsimile: +61 8 8285 3228
As required by section 250PA of the Corporations Act 2001, the Company will make available prior to the commencement of the annual general meeting, a list of questions setting out the questions received and directed to the auditor, that the auditor considers relevant to the content of the auditor's report or the conduct of the audit of the financial report for the year ended 30[th] June 2009.
The Chairman of the meeting will allow reasonable opportunity for the auditor to respond to the questions set out on this list.
General Information
For the purposes of the meeting, shares in the Company will be taken to be held by the persons who are registered holders at 9.00 am on Saturday, 28[th] November 2009. Accordingly, transaction registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.
The Company’s Constitution provides that three shareholders present in person, by proxy, attorney or representative shall be a quorum of a general meeting of the Company.
Annual Report
The Annual Report 2009 (which includes the Financial Report, Directors' Report and Auditor's Report) has been sent to those shareholders who have requested to receive a printed copy. The Annual Report 2009 (which includes the Financial Report, Directors' Report and Auditor's Report) will be laid before the meeting of shareholders and can also be found on the Company’s website at:
http://clients.weblink.com.au/clients/safetymed/article.asp?view=5174337
Resolution 1 – Remuneration Report
The Company is required under the Corporations Act 2001 to include, in the business of its Annual General Meeting, a resolution that its Remuneration Report for the financial year ended 30[th] June 2009 be adopted. During discussion of this item, there will be a reasonable opportunity for shareholders to ask questions about, or comment on, the Remuneration Report.
The Remuneration Report is set out in the Directors’ Report section of the Annual Report 2009. The Remuneration Report includes:
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An explanation of the Board’s policies in relation to the nature and level of remuneration of the Directors and senior management; and
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Details of the total remuneration (as well as the categorised break-down of its components) of each Director and senior manager of the Company.
The resolution is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into account when considering the Company’s remuneration policy for Directors and executives in the future.
The Directors unanimously recommend that shareholders vote in favour of Resolution 1. The Chairman intends to vote undirected proxies in favour of this resolution.
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NOTICE OF ANNUAL GENERAL MEETING SAFETY MEDICAL PRODUCTS LIMITED
ABN 26 007 817 192
Resolution 2 - Re-election of Director
Under the Company's Constitution, at the close of each annual general meeting, one-third of the Directors or, if their numbers is not a multiple of three, then the number nearest to but not more than one-third of the Directors, must retire from office.
Joseph Nicholas MB BS MAICD, aged 52
Dr Nicholas has beed an Independent Non-Executive Director of the Company since 2005. He is currently the 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.
The Directors recommend that shareholders vote in favour of Resolution 2. The Chairman intends to vote undirected proxies in favour of this resolution.
Resolution 3 – Authority for Share Issue
Listing Rule 7.1
Listing rule 7.1 restricts the Company from issuing more than 15% of its issued capital in a 12 months period without shareholder approval (“15% limit”).
The Company is seeking Shareholder approval for the purposes of Listing Rule 7.1 for the issue of up to a maximum of 22,890,143 ordinary shares. If the resolution is passed, the shares issued will not count towards the 15% limit under ASX Listing Rule 7.1.
Disclosure requirements:
Set out below is the information required to be disclosed in compliance with Listing Rule 7.3:
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(1) The maximum number of Shares that the Company will issue in accordance with this resolution is 22,890,143 being approximately 30% of the issued capital of the Company as the date of this Notice.
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(2) The issue of Shares in accordance with this resolution will occur no later than 3 months after the Meeting or at such time a may be approved by the ASX.
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(3) The Shares will be allotted at a price that is at least 80% of the average market price of the Shares calculated over the last five days on which sales in Shares were recorded on the ASX before the date on which the Shares are issued.
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(4) The allottees of the Shares will be professional and sophisticated investors as the Directors may determine, other than related parties, as defined in the Corporations Act.
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(5) The Shares issued in accordance with this resolution will, from the date issued rank equally with all other Shares on issue.
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(6) The Company will use these funds to further progress the new strategic alliance with Dispomedicor Zrt and the exciting global opportunity for the Company to complete its goal of producing and making available for market its full range of Safety Syringes as well as the added benefit of being a partner in the production and sales of a full range of standard syringes and other high volume medical products on a global scale.
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(7) The Directors of the Company presently intend to issue and allot the Shares on one date, however they reserve the right to issue and allot the Shares progressively.
The Directors unanimously recommend that shareholders vote in favour of Resolution 3. The Chairman intends to vote undirected proxies in favour of this resolution.
Voting Exclusion Statement
The Company will disregard any votes on Resolution 3 by a person may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and associates of the person (or those persons). However the Company need not disregard a vote if it is cast by a person as a proxy for a person which is entitled to vote, in accordance with the directions of the proxy form, or it is cast by the person chairing the meeting as proxy for a person which is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
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Safety Medical Products Limited ABN 26 007 817 192
PROXY FORM
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All correspondence to: Registries Limited GPO Box 3993 Sydney NSW 2001 Enquiries: 61 2 9290 9600 Facsimile: 61 2 9279 0664 www.registries.com.au [email protected]
Annual General Meeting 30 November 2009
Name Address 1 Name Address 2 Name Address 3 Name Address 4 Name Address 5
Appointment of Proxy
If appointing a proxy to attend the Annual General Meeting on your behalf, please complete the form and submit it in accordance with the directions on the reverse of the page.
I/We being a shareholder/shareholders of the Company pursuant to my/our right to appoint not more than two proxies, appoint
| The Chairman of the Meeting (mark with an “X”) OR Write here the name of the person you are appointing if this personis someone other than the Chairman of the Meeting. or failing him/her Write here the name of the other person you are appointing. or failing him/her, (or if no proxy is specified above), the Chairman of the meeting, as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting to be held at the Company’s office,25 Fenden Road, Salisbury Plain, SA on 30 November 2009, commencing at 9.00 amand at any adjournment of that meeting. This proxy is to be used in respect of % of the ordinary shares I/we hold. Voting directions to your proxy – please markto indicate your directions RESOLUTION For Against Abstain 1. Remuneration Report 2. Re-election of Dr Joseph Nicholas as a Director 3. Authority for share issue 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 Sample |
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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.
PLEASE SIGN HERE
This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Executed in accordance with section 127 of the Corporations Act:
| Individual or Shareholder 1 Sole Director & Sole Company Secretary Dated this |
Individual or Shareholder 1 Sole Director & Sole Company Secretary Dated this |
Joint Shareholder 2 Director day of |
Joint Shareholder 2 Director day of |
Joint Shareholder 3 | |
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| day of | |||||
| Contact Name |
Annual General Meeting Proxy Form
Safety Medical Products Limited
INSTRUCTIONS FOR COMPLETING PROXY FORM
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Your pre-printed name and address is as it appears on the share register of the Company. If you are Issuer Sponsored and this information is incorrect, make the correction on the form, sign it and return it to us. Securityholders sponsored by a broker on the CHESS subregister should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.
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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.
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A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment do not specify this proportion, each proxy may exercise half of the votes.
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A proxy need not be a shareholder of the Company.
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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.
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If a representative of a company shareholder is to attend the Meeting, a properly executed original (or certified copy) of the appropriate “Certificate of Appointment of Corporate Representative” should be produced for admission to the Meeting. Previously lodged “Certificates of Appointment of Corporate Representative” will be disregarded by the Company.
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If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or originally certified copy) of an appropriate Power of Attorney should be produced for admission to the Meeting. Previously lodged Powers of Attorney will be disregarded by the Company.
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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 shareholders should sign. Power of Attorney: If you are signing under a Power of Attorney, you must lodge an original or certified photocopy of the appropriate Power of Attorney with your completed Proxy Form.
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.
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Lodgement of a Proxy This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address below not later than 9.00 am on 28 November 2009 (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the scheduled meeting.
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If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or originally certified copy) of an appropriate Power of Attorney should be produced for admission to the Meeting. Previously lodged Powers of Attorney will be disregarded by the Company.
Hand deliveries
Postal address:
Fax number:
Registries Limited Level 7 207 Kent Street Sydney NSW 2000 Registries Limited GPO Box 3993 Sydney NSW 2001 (02) 9279 0664