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METGASCO LTD — AGM Information 2007
Oct 21, 2007
65313_rns_2007-10-21_1bf57b3f-d45d-47ff-b470-538f4007827e.pdf
AGM Information
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METGASCO LIMITED ACN 088 196 383
NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting of the Company will be held at: Christie Corporate Level 4, 100 Walker St North Sydney Wednesday 21 November 2007 at 11.00am.
Registered Offi ce: Metgasco Ltd Level 3, 32 Walker St North Sydney NSW 2060
THIS NOTICE OF ANNUAL GENERAL MEETING SHOULD BE READ IN ITS ENTIRETY. IF SHAREHOLDERS ARE IN DOUBT AS TO HOW THEY SHOULD VOTE, THEY SHOULD SEEK ADVICE FROM THEIR ACCOUNTANT, SOLICITOR OR OTHER PROFESSIONAL ADVISER PRIOR TO VOTING.
SHOULD YOU WISH TO DISCUSS ANY MATTER PLEASE DO NOT HESITATE TO CONTACT THE COMPANY SECRETARY, NICK GEDDES BY TELEPHONE ON 02 9252 1933.
2
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting (“AGM”) of Shareholders of Metgasco Limited (“Company”) for 2007 will be held at Christie Corporate, Level 4, 100 Walker St, North Sydney on Wednesday 21 November 2007 at 11.00 am (EST).
The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the AGM. The Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.
The Directors have determined pursuant to regulation 7.11.38 of the Corporations Regulations 2001(Cth) that the persons eligible to vote at the AGM are those who are registered as Shareholders of the Company at 11.00 am (EST) on Monday 19 November 2007.
Terms and abbreviations used in this Notice of Meeting are defi ned in Schedule 1.
AGENDA
Reports and Accounts
To receive the fi nancial statements of the Company for the year ended 30 June 2007 together with the Directors’ Report, Directors Declaration and the Auditor’s Report.
1
Resolution 1 – Remuneration Report
To consider, and if thought fi t, pass the following non-binding resolution:
“That the Remuneration Report required by section 300A of the Corporations Act, as contained in the Director’s Report of the Company, for the year ended 30 June 2007 be adopted.”
2
Resolution 2 –
Re-Election of Mr Richard Wood as a Director
To consider, and if thought fi t, pass as an ordinary resolution the following:
“That, Mr Richard Wood, being a Director of the Company retires by rotation in accordance with the Constitution and, being eligible, is hereby re-elected in accordance with the Constitution as a Director of the Company.”
3 Resolution 3 – Approval of issue of options pursuant to ASX Listing Rule 7.3
To consider, and if thought fi t, pass as an ordinary resolution the following:
“That, in accordance with ASX Listing Rule 7.3, the Company approves for the purposes of ASX Listing Rule 7.1, the issue of up to 2,500,000 unlisted options in the capital of the Company, details of which are set out in the explanatory notes to resolution 3 in the Notice of Meeting.”
VOTING EXCLUSION
The Company will disregard any votes cast on resolution 3 by:
- Vectra CBM LLC or any associate of that organization (within the meaning of the Corporations Act 2001).
However, the entity need not disregard a vote if it is cast by a person as 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.
METGASCO LIMITED NOTICE OF MEETING 3
4
Resolution 4 –
Executive Director Participation in Employees and Offi cers Option Plan - Approval of Issue of Options to Mr Richard Wood in accordance with Listing Rule 10.14
To consider, and if thought fi t, pass as an ordinary resolution the following:
“That approval be given pursuant to Australian Securities Exchange (“ASX”) Listing Rule 10.14 for the issue of 284,887 unlisted options over ordinary shares to Mr Richard Wood, details of which are set out in the explanatory notes to Resolution 4 in the Notice of Meeting.”
VOTING EXCLUSION
The Company will disregard any votes cast on resolution 4 by Richard Wood or any associates (within the meaning of the Corporations Act 2001 ).
However, the Company need not disregard a vote of Richard Wood or his associates on resolution 4 if a vote is cast by a person as a proxy for a member of the Company who is entitled to vote, in accordance with the directions of the proxy form; or 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.
5
Resolution 5 –
Managing Director Participation in Employees and Offi cers Option Plan – Approval of Issue of Options to Mr David Johnson in accordance with Listing Rule 10.14
To consider, and if thought fi t, pass as an ordinary resolution the following:
“That approval be given pursuant to ASX Listing Rule 10.14 for the issue of 460,154 unlisted options over ordinary shares to Mr David Johnson, details of which are set out in the explanatory notes to Resolution 5 in the Notice of Meeting.”
VOTING EXCLUSION
The Company will disregard any votes cast on resolution 5 by David Johnson (or any associates (within the meaning of the Corporations Act 2001 ).
However, the Company need not disregard a vote of David Johnson or his associates on resolution 5 if a vote is cast by a person as a proxy for a member of the Company who is entitled to vote, in accordance with the directions of the proxy form; or 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.
6
Resolution 6 –
Executive Director Participation in Employees and Offi cers Option Plan - Approval of Issue of Options to Ms Glenda McLoughlin in accordance with Listing Rule 10.14
To consider, and if thought fi t, pass as an ordinary resolution the following:
“That approval be given pursuant to ASX Listing Rule 10.14 for the issue of 460,154 unlisted options over ordinary shares to Ms Glenda McLoughlin, details of which are set out in the explanatory notes to Resolution 6 in the Notice of Meeting.”
VOTING EXCLUSION
The Company will disregard any votes cast on resolution 6 by Glenda McLoughlin or any associates (within the meaning of the Corporations Act 2001 ).
However, the Company need not disregard a vote of Glenda McLoughlin or her associates on resolution 6 if a vote is cast by a person as a proxy for a member of the Company who is entitled to vote, in accordance with the directions of the proxy form; or 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.
7
Resolution 7 –
Ratifi cation of issue of ordinary shares pursuant to ASX Listing Rule 7.4
To consider, and if thought fi t, pass as an ordinary resolution the following:
“That, in accordance with ASX Listing Rule 7.4, the Company ratifi es and approves for the purposes of ASX Listing Rule 7.1, the issue of 15,576,923 fully paid ordinary shares in the capital of the Company, details of which are set out in the explanatory notes to resolution 7 in the Notice of Meeting.”
VOTING EXCLUSION
The Company will disregard any votes cast on resolution 7 by:
- Clients of Taylor Collison and Bell Potter who subscribed for the shares and any associate of any one or more of any such persons.
However, the entity need not disregard a vote if it is cast by a person as 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.
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NOTICE OF ANNUAL GENERAL MEETING
8 Resolution 8 –
Approval to exempt from Listing Rule 7.1 Options issued under the Employees and Offi cers Option Plan in accordance with Exception 9 of Listing Rule 7.2 To consider, and if thought fi t pass, the following resolution:
“That, for the purposes of ASX Listing Rule 7.2, the Company approves, as an exception to the 15% limit in Listing Rule 7.1, the issue from time to time of options to subscribe for ordinary shares in the Company to employees under the Employee and Offi cers Option Plan during the three year period commencing from 21 November 2007.”
VOTING EXCLUSION
The Company will disregard any votes cast on resolution 8 by any employee or offi cer of the Company or any associates (within the meaning of the Corporations Act 2001 ).
However, the Company need not disregard a vote of a Director or his associates on resolution 8 if a vote is cast by a person as a proxy for a member of the Company who is entitled to vote, in accordance with the directions of the proxy form; or 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.
By Order of the Board
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N J V Geddes Company Secretary Sydney, New South Wales
METGASCO LIMITED NOTICE OF MEETING 5
EXPLANATORY MEMORANDUM
1
Introduction
This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting (“AGM”) to be held at Christie Corporate, Level 4, 100 Walker St, North Sydney on Wednesday 21 November 2007 at 11.00am (EST).
The purpose of this Explanatory Memorandum is to provide information which the Board of Directors believe is material to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice of Annual General Meeting.
BACKGROUND TO RESOLUTIONS
2
Resolution 1 –
Remuneration Report
As required by section 250R(2) of the Corporations Act 2001 , the Remuneration Report of the Company for the fi nancial year ending 30 June 2007 will be laid before the meeting. The Remuneration Report is set out on pages 17 to 20 of the Company’s 2007 Annual Report. The Report explains the structure of and policy behind the Company’s remuneration practices and sets out the remuneration details for each director. A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting. The resolution is advisory only and does not bind the Company.
3
Resolution 2 –
Re-election of Mr Richard Wood as a Director
The Constitution requires that if the Company has three or more Directors, one third of those Directors must retire at each AGM (rounded down to the nearest whole number).
The Company currently has fi ve Directors and accordingly one must retire.
The Constitution provides that a Director who retires under that Article is eligible for re-election.
Pursuant to the Constitution Mr Richard Wood will retire by rotation and seeks re-election.
Details of Mr Wood’s background and experience are set out in the Annual Report which accompanies this Explanatory Memorandum.
4
Resolution 3 –
Approval of grant of options issue for purposes of ASX Listing Rules
In September 2007 the Company entered into a Technical Services Agreement with Vectra CBM LLC (“Vectra”) of Denver, USA to provide drilling and well completion services during the forthcoming pilot drilling program scheduled for Q4 2007. The agreement provided inter alia for the grant of 2.5 million options to Vectra as part of the consideration. ASX Listing rule 7.1 imposes a cap on the number of securities that a company may issue within a 12 month period without Shareholder approval. The cap is 15% of the company’s capital at the beginning of the 12 month period.
Subject to shareholder approval the Company will grant to Vectra CBM LLC:
1,000,000 unlisted options exercisable at $0.82 (eighty two cents) each in the capital of the Company vesting as follows; 500,000 at the date of entering the agreement and 500,000 on completion of pilot drilling program.
1,500,000 unlisted options exercisable at $1.00 (one dollar) each in the capital of the Company vesting in four equal tranches over a 12 month period from the commencement of the described drilling program. The fi rst tranche will be issued within 3 months from the date of the annual general meeting and the following 3 tranches within 3 months of each vesting date. All options will expire 5 years from the date of issue.
The options were issued pursuant to a Technical Services Agreement that the Company entered into as announced to the ASX on 5 September 2007.
The Board supports the re-election of Mr Richard Wood.
6
EXPLANATORY MEMORANDUM
5
Resolution 4 –
Executive Director Participation in Employees and Offi cers Option Plan Issue of Options to Mr Richard Wood
It is proposed to grant 284,887 unlisted options, issued at no cash cost, to Mr Richard Wood, an executive director of the Company. These options form part of Mr Wood’s remuneration which reduces the cash cost of Director’s remuneration to the Company. The options are exercisable as follows: 44,000 at $0.35 (thirty fi ve cents) each vesting immediately; 46,000 at $0.40 (forty cents) each vesting immediately; 60,000 at $0.50 (fi fty cents) each vesting immediately; 51,994 at $0.90 (ninety cents) each vesting immediately; 19,695 at $0.90 (ninety cents) each vesting on 30/06/2008; 20,519 at $1.00 each vesting on 30/06/2008 and 42,679 at $1.10 each vesting on 30/06/2009. If the grant of options is approved by Members the grant will be made within one month of the AGM.
6
Resolution 5 –
Executive Director Participation in Employees and Offi cers Option Plan Issue of Options to Mr David Johnson
It is proposed to grant 460,154 unlisted options, issued at no cash cost, to Mr David Johnson, an executive director of the Company. These options form part of Mr Johnson’s remuneration which reduces the cash cost of Director’s remuneration to the Company. The options are exercisable as follows: 70,000 at $0.35 (thirty fi ve cents) each vesting immediately; 70,000 at $0.40 (forty cents) each vesting immediately; 110,000 at $0.50 (fi fty cents) each vesting immediately; 92,358 at $0.90 (ninety cents) each vesting immediately; 27,987 at $0.90 (ninety cents) each vesting on 30/06/2008; 29,159 at $1.00 each vesting on 30/06/2008 and 60,650 at $1.10 each vesting on 30/06/2009. If the grant of options is approved by Members the grant will be made within one month of the AGM.
7
Resolution 6 –
Executive Director Participation in Employees and Offi cers Option Plan Issue of Options to Ms Glenda McLoughlin
It is proposed to grant 460,154 unlisted options, issued at no cash cost, to Ms Glenda McLoughlin, an executive director of the Company. These options form part of Ms McLoughlin’s remuneration which reduces the cash cost of Director’s remuneration to the Company. The options are exercisable as follows: 70,000 at $0.35 (thirty fi ve cents) each vesting immediately; 70,000 at $0.40 (forty cents) each vesting immediately; 110,000 at
$0.50 (fi fty cents) each vesting immediately; 92,358 at $0.90 (ninety cents) each vesting immediately; 27,987 at $0.90 (ninety cents) each vesting on 30/06/2008; 29,159 at $1.00 each vesting on 30/06/2008 and 60,650 at $1.10 each vesting on 30/06/2009. If the grant of options is approved by Members the grant will be made within one month of the AGM.
8
Resolution 7 –
Ratifi cation of share issue for purposes of ASX Listing Rules
ASX Listing Rule 7.1 imposes a cap on the number of securities that a company may issue within the 12 month period. ASX Listing Rule 7.4 provides that an issue of equity securities made without Shareholder approval under Listing Rule 7.1 is treated as having been made with Shareholder approval for the purposes of Listing Rule 7.1 if the holders of ordinary securities subsequently approve it, and the issue did not breach Listing Rule 7.1. The issues of the shares described below did not breach any Listing Rules and shareholder ratifi cation to those issues is now sought.
In order to restore the Company’s 15% placement capacity, it is proposed that the Members ratify the issues of ordinary shares as detailed below. Ratifi cation provides the Company with fl exibility in capital management and allows the Company to make further issues for working capital purposes as required.
On 4 April 2007 the Company issued 15,576,923 ordinary shares at $0.78 (seventy eight cents) each in the capital of the Company only to sophisticated investors that were clients of Taylor Collison and Bell Potter.
These funds were employed for working capital by the Company.
9
Resolution 8 –
Approval to exempt from Listing Rule 7.1 Options issued under the Employee and Offi cers Option Plan in accordance with Exception 9 of Listing Rule 7.2
ASX Listing Rule 7.1 prohibits a listed company from issuing or agreeing to issue new securities representing more than 15% of its total ordinary shares during the following 12 month period without shareholder approval.
Exception 9, Listing Rule 7.2, provides that shares or options issued under an employee incentive scheme (e.g. the Employee and Offi cers Option Plan) are excluded from this restriction provided that, within three years before the date of issue, the scheme, and specifi cally issues of securities under it, has been approved by shareholders at a general meeting.
METGASCO LIMITED NOTICE OF MEETING 7
The Company seeks to have options issued under the current Employee and Offi cers Option Plan excluded from the 15% limit.
This exception allows the Board fl exibility to issue further ordinary shares (or options) up to the full 15% limit and without regard to shares (or options) issued under a properly exempted plan, but remains subject to other exceptions to the limit, such as bonus or rights issues.
Provided that the Company’s shareholders approve the potential issue of shares and options under the Employee and Offi cers Option Plan for three years after the 2007 annual general meeting, those securities will be outside the 15% restriction contained in Rule 7.1.
Shareholder approval to Resolution 8 will simply give the Board the fl exibility afforded by the exception to the 15% rule available under the ASX Listing Rules. The Board can then use this fl exibility and use up to 15% of the issued capital excluding options issued under the Employee and Offi cers Option Plan for future capital raising.
If Resolution 8 is not passed, the Board will continue to use the Employee and Offi cers Option Plan however securities issued under this plan will count towards the 15% restriction.
1. Summary of the terms of the Metgasco Employee and Offi cers Option Plan
The following is a summary of the principal features of the Employee and Offi cers Option Plan. For full details of the operation of the Employee and Offi cers Option Plan, shareholders should read the Rules of the Employee and Offi cers Option Plan. Copies of the Rules of the Employee and Offi cers Option Plan are available upon request to the Company Secretary.
PRINCIPAL FEATURES OF THE EOOP
All employees or offi cers (full and part-time) and consultants will be eligible to participate in the Plan after a qualifying period of 12 months’ employment by a member of the Group (or, in the case of a consultant to a Group Company, having provided consulting services on a continuous basis for a least 12 months), although the Board may waive this requirement.
The allocation of options to each employee, offi cer or consultant is at the discretion of the Board. If permitted by the Board, options may be issued to an employee’s, offi cer’s or consultant’s nominee (for example, a spouse or family company). Each option is to subscribe for one fully paid ordinary share in the Company and will expire 5 years from its date of issue. An option is exercisable at any time from its date of issue.
Options will be issued at no cash cost. The exercise price of options will be determined by the Board, subject to a minimum price equal to the market value of the Company’s shares at the time the Board resolves to offer those options. The total number of shares the subject of options issued under the Plan, when aggregated with issues during the previous 5 years pursuant to the Plan and any other employee or offi cer share plan, must not exceed 5% of the Company’s issued share capital.
If a person dies, the options held by that person will be exercisable by that person’s legal representation. Options cannot be transferred other than to the legal personal representative of a deceased option holder. The Company will not apply for offi cial quotation of any options.
Shares issued as a result of the exercise of options will rank equally with the Company’s previously issued shares.
EMPLOYEE AND OFFICERS OPTION PLAN
The Employee and Offi cers Option Plan (“EOOP”) was primarily introduced to assist in the attraction, retention and motivation of employees or offi cers of the Company. The EOOP came into existence prior to the Company becoming listed and a summary of its terms was contained in the prospectus issued by the Company on 11 November 2004.
PREVIOUS ISSUE OF OPTIONS
There have been a number of Options granted to employees and offi cers pursuant to the terms of the EOOP. Details are set out in the Annual Report. The Company plans to periodically issue Options to eligible employees or offi cers under the EOOP.
The Board may amend the Plan Rules subject to the requirements of the ASX Listing Rules.
2. Number of Securities Issued Since Last Approval
21,856,458 options are currently issued over ordinary shares, of which 5,294,589 have been issued pursuant to the EOOP. Included in the total of 21,856,458 options granted are 1,205,195 options that have been granted to Directors and are subject to shareholder approval at this 2007 AGM. No options have lapsed at the date of the notice of AGM.
The total of ordinary shares on issue at the date of the notice of AGM is 120,787,242. The total number of options outstanding represents 18.1% of the capital on issue.
The Directors recognise the need to maintain fl exibility and recommend that the shareholders approve the exception of shares issued under the EOOP from the 15% limit in Listing Rule 7.1.
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SCHEDULE 1
In this Explanatory Memorandum and Notice of General Meeting:
“ASIC” means the Australian Securities and Investments Commission.
“ASX” means Australian Securities Exchange Limited.
“ASX Listing Rules” means the listing rules of the ASX.
“Company” means Metgasco Limited.
“Constitution” means the Constitution of the Company.
“Corporations Act” means the Corporations Act 2001 (Cth).
“Directors” means the directors of the Company.
“Options” means an option to subscribe for a Share on specifi c terms.
“Proxy Form” means the proxy form attached to the Notice of General Meeting.
“Resolution” means a resolution referred to in the Notice of General Meeting.
“Shareholder” means a shareholder of the Company.
“Share” means a fully paid ordinary share in the capital of the Company.
ACN 088 196 383
Metgasco Limited PROXY FORM
I/We........................................................................................................................................
(PLEASE PRINT NAME) Of........................................................................................................................................... (ADDRESS)
being a member/members of Metgasco 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 Metgasco Limited to be held on Wednesday 21 November 2007 commencing at 11.00am and at any adjournment.
B Exercise of Proxy by Chairman
For undirected proxies, the Chairman intends to vote in favour of each resolution. If you do not wish to direct your proxy how to vote, please place a mark in the box. By marking this box, 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. 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.
C Business
For Against
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Abstain
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Resolution 1 – Remuneration Report
Resolution 2 – Re-election of Mr Richard Wood
Resolution 3 – Approval of issue of options
Resolution 4 – Issue of options to Mr Richard Wood
Resolution 5 – Issue of options to Mr David Johnson
Resolution 6 – Issue of options to Ms Glenda McLoughlin
Resolution 7 – Ratification of issue of ordinary shares
Resolution 8 – Approval to exempt from Listing Rule 7.1 options issued under the EOOP
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)
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.
INSTRUCTION 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 completed Proxy Form must be received by the Company 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, Chairman intends to vote in favour of each resolution. If you do not wish to direct your proxy how to vote, please place a mark in the box. By marking the box, 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)
This Form must be signed 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 5, 255 George Street, Sydney, NSW, 2000 (GPO Box 4231, Sydney, NSW, 2001). Alternatively, your Form can be faxed to the Company on (02) 9252 0188. 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.