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MIRVAC GROUP — AGM Information 2009
Oct 29, 2009
65328_rns_2009-10-29_9984e887-1183-45cf-83a1-5a62a522d2b0.pdf
AGM Information
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30 October 2009
LETTER TO SECURITYHOLDERS
Attached is a letter which has been dispatched to Mirvac Group Securityholders today.
For more information, please contact:
Investor Enquiries Adam Crowe Group Investor Relations Manager +61 9080 8652
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30 October 2009
Dear Securityholder
2009 ANNUAL GENERAL AND GENERAL MEETINGS – SECURITYHOLDER VOTING FORM
Recently you would have received a mail out dated 16 October 2009 for the 2009 Annual General and General Meetings of Mirvac Limited and Mirvac Property Trust ( “Meetings” ), which included a Securityholder Voting Form for the Meetings.
Please find attached to this letter a Securityholder Voting Form (“ Replacement Securityholder Voting Form” ) in respect of the Meetings, which replaces the previous Securityholder Voting Form included in the mail out dated 16 October 2009 (“ Original Securityholder Voting Form” ).
If you have not yet lodged your Original Securityholder Voting Form, please use the enclosed form instead.
However, if you have lodged the Original Securityholder Voting Form, please note the following:
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If you have appointed a proxy other than the Chairman of the Meetings at Step 1 , you do not need to do anything;
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If you have appointed the Chairman of the Meetings as your proxy at Step 1 and you have directed the Chairman as to how to vote on each resolution (i.e. you fully completed Step 2 on the form), you do not need to do anything;
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If you have appointed the Chairman of the Meetings as your proxy at Step 1 and you have not directed the Chairman as to how to vote on each resolution (i.e. you did not fully complete Step 2) and you have NOT marked the box at Step 3 on the form, you do not need to do anything;
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If you have appointed the Chairman of the Meetings as your proxy at Step 1 and you have not directed the Chairman as to how to vote on each resolution (i.e. you did not fully complete Step 2) and you HAVE marked the box at Step 3 on the form, please re-lodge the enclosed Replacement Securityholder Voting Form.
The reason we are asking you to re-lodge the form is that Step 3 of the Original Securityholder Voting Form did not include a reference to Item 4 (relating to Resolution 4). This means that even if you have marked the box at Step 3, the Chairman would not be entitled to cast your vote in relation to Resolution 4.
If you lodge the attached Replacement Securityholder Voting Form in accordance with the Notice of Annual General and General Meetings and Explanatory Notes, it will supersede any Original Securityholder Voting Form that you may have previously lodged.
If you have already lodged the Original Securityholder Voting Form and do not lodge the Replacement Securityholder Voting Form, the Original Securityholder Voting Form will remain valid. However, if you have appointed the Chairman of the Meetings as your proxy at Step 1 and you have not directed the
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Chairman as to how to vote on each resolution (i.e. you did not fully complete Step 2) and you HAVE marked the box at Step 3 on the form, the Chairman will not be entitled to cast your vote in relation to Resolution 4.
If you require additional information please contact Mirvac's Investor Information line on 1800 356 444 (within Australia) or +61 2 8280 7107 (outside Australia) between 9.00am and 5.00pm (Sydney time) on business days.
Yours faithfully
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Sonya Harris
General Counsel and Company Secretary
Mirvac Limited ABN 92 003 280 699 Mirvac Funds Limited ABN 70 002 561 640 AFSL 233121 as responsible entity of the Mirvac Property Trust ARSN 086 780 645
LODGE YOUR VOTE
All enquiries to: Telephone: 1800 356 444 +61 2 8280 7107
By mail: Mirvac Group C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia
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30 October 2009
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By fax: +61 2 9287 0309
www.linkmarketservices.com.au
ONLINE
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SECURITYHOLDER VOTING FORM
I/We being a member(s) of Mirvac Group and entitled to attend and vote hereby appoint:
STEP 1 APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the of the Meetings Meetings as your proxy, please write the name of the (mark box) person or body corporate (excluding the registered securityholder) you are appointing as your proxy or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meetings, as my/our proxy and to vote for me/us on my/our behalf at the Annual General and General Meetings of Mirvac to be held at 10:00am on Thursday, 19 November 2009, at The Harbour Watch Room, Sebel Pier One, 11 Hickson Road, Dawes Point, New South Wales 2000 and at any adjournment or postponement of the meetings.
Proxies will only be valid and accepted by Mirvac if they are signed and received no later than 48 hours before the Meetings. Please read the voting instructions overleaf before marking any boxes with an X
STEP 2 VOTING DIRECTIONS For Against Abstain * Resolution 4 For Against Abstain * Resolution 2.1 Approve increase in maximum aggregate Re-elect Mr Paul Biancardi as of Non-Executive Directors’ Remuneration a Director of Mirvac Limited Resolution 5 Resolution 2.2 Approve the offer of performance Re-elect Mr Adrian Fini as rights by Mirvac to Mr Nicholas a Director of Mirvac Limited Collishaw Resolution 3 Resolution 6 Approve the Remuneration Report Approve and ratify the issues of stapled securities in the past year
* 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.
STEP 3 IMPORTANT – VOTING EXCLUSIONS
If the Chairman of the Meetings 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 Items 4, 5 and 6 above, please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meetings may exercise your proxy even though he has an interest in the outcome of these Items and that votes cast by him for these Items, other than as proxyholder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meetings will not cast your votes on Items 4, 5 and 6 and your votes will not be counted in calculating the required majority if a poll is called on these Items. The Chairman of the Meetings intends to vote undirected proxies in favour of Items 4, 5 and 6.
STEP 4
SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED
Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
MGR PRX902
HOW TO COMPLETE THIS SECURITYHOLDER VOTING FORMHOW TO COMPLETE THIS PROXY FORM
Your Name and Address
This is your name and address as it appears on Mirvac’s security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.
Appointment of a Proxy
If you wish to appoint the Chairman of the Meetings as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meetings please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the Meetings, the Chairman of the Meetings will be your proxy. A proxy need not be a securityholder of the company. A proxy may be an individual or a body corporate.
Votes on Items of Business – Proxy Appointment
You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
Appointment of a Second Proxy
You are entitled to appoint up to two persons as proxies to attend the meetings and vote on a poll. If you wish to appoint a second proxy, an additional Securityholder Voting Form may be obtained by telephoning Mirvac’s security registry or you may copy this form and return them both together.
To appoint a second proxy you must:
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(a) on each of the first Securityholder Voting Form and the second Securityholder Voting Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
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(b) return both forms together.
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, either securityholder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
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.
Corporate Representatives
If a representative of the Corporation is to attend the meetings the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meetings. A form of the certificate may be obtained from Mirvac’s security registry.
Lodgement of a Securityholder Voting Form
This Securityholder Voting Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Tuesday, 17 November 2009, being not later than 48 hours before the commencement of the Meetings. Any Securityholder Voting Form received after that time will not be valid for the scheduled meetings. If you lodge this replacement Securityholder Voting Form in accordance with the Notice of Annual General and General Meetings and Explanatory Notes dated 16 October 2009, it will replace and supersede any previous Securityholder Voting Form that you may have already lodged in respect of the Meetings.
Securityholder Voting Forms may be lodged using the reply paid envelope or:
by mail:
Mirvac Group C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia
by fax:
+61 2 9287 0309
online:
ONLINE
www.linkmarketservices.com.au
lodging it online at Link’s website (www.linkmarketservices.com.au) in accordance with the instructions given there (you will be taken to have signed your Securityholder Voting Form if you lodge it in accordance with the instructions given on the website);
by hand:
delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000.
If you would like to attend and vote at the Annual General and General Meetings, please bring this form with you. This will assist in registering your attendance.