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MPR AUSTRALIA LIMITED — AGM Information 2009
Sep 24, 2009
65367_rns_2009-09-24_89f71e27-8e3d-4fae-bad7-f3bf8cebc6f8.pdf
AGM Information
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01
Notice of Annual General Meeting
The Annual General Meeting of Tag Pacifi c Limited ABN 73 009 485 625 will be held at the Macquarie Room, Sheraton on the Park, 161 Elizabeth Street, Sydney, Australia on Thursday 12 November 2009 at 2:00pm.
Items of business
Discussion of fi nancial statements and reports
- ~~1~~ To discuss the Company’s fi nancial statements and reports for the year ended 30 June 2009.
Remuneration report
~~�~~ ~~2~~ To adopt the remuneration report for the year ended 30 June 2009.
Re-election of directors
~~�~~ ~~3.1~~ Re-election of Robert Constable
To consider and, if thought fi t, pass the following resolution as an ordinary resolution:
“That Robert Constable, a director of the Company who retires by rotation in accordance with the provisions of the constitution, being eligible, is re-elected as a director of the Company.”
~~�~~ ~~3.2~~ Re-election of Peter Wise
To consider and, if thought fi t, pass the following resolution as an ordinary resolution:
“That Peter Wise, a director of the Company who retires by rotation in accordance with the provisions of the constitution, being eligible, is re-elected as a director of the Company.”
By order of the Board
Nathan Wise
Notes
Proxies
A shareholder entitled to attend and vote at the meeting is entitled to appoint no more than two proxies to attend and vote on behalf of the shareholder. Where two proxies are appointed, each proxy must be appointed to represent a specifi ed number of votes or proportion of the shareholder’s voting rights. If no number or proportion is specifi ed, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.
A proxy form accompanies this notice. To be effective, a proxy form must be received at the registered offi ce of the Company not less than 48 hours before the time for holding the meeting.
Corporate representatives
If your holding is registered in a company name and you would like to attend the meeting (and you do not intend to return a completed proxy form), please bring with you to the meeting a duly completed Certifi cate of Appointment of Corporate Representative. A form of the certifi cate may be obtained from the Company’s share registry.
Eligibility to vote
For the purposes of voting at the meeting, persons holding shares in the Company at 10:00am Sydney time on 10 November 2009 will be treated as shareholders of the Company.
Company Secretary
25 September 2009
02
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Explanatory notes
The following notes explain the items of business to be discussed at the Tag Pacifi c Limited Annual General Meeting. The notes are set out in the order of the items in the Notice of Meeting and should be read with the notice.
~~�~~ ~~1~~ Discussion of fi nancial statements and reports
The Company’s fi nancial report and other items referred to in item 1 will be laid before the meeting in accordance with the Corporations Act. There is no requirement for shareholders to approve those reports.
The Chairman will allow a reasonable opportunity for members as a whole at the meeting to ask questions about or make comments on the reports.
~~�~~ ~~2~~ Remuneration report
The Annual Report for the year to 30 June 2009 contains a remuneration report which sets out the remuneration policies applicable to the Company and reports the remuneration arrangements that were in place for the Company’s nonexecutive directors and senior executives for the 2009 fi nancial year.
Re-election of directors
~~�~~ ~~3.1~~ Re-election of Robert Constable
Robert Constable has been a director since 1986. His former positions include secretary of the Beecham Group, director of Sime Darby Holdings Limited, and deputy chief executive of Bousteadco Singapore Limited. In accordance with the Company’s constitution he retires by rotation and, being eligible, offers himself for re-election.
~~�~~ ~~3.2~~ Re-election of Peter Wise
Peter Wise was appointed Chairman and board member in 1986. He is Chairman of subsidiaries within the Tag Group and non-executive director of iSOFT Group Limited and Unique World Group Pty Limited. In accordance with the Company’s constitution he retires by rotation and, being eligible, offers himself for re-election.
A reasonable opportunity will be provided for discussion of the remuneration report at the meeting before members are asked to vote on resolution 2, to adopt the remuneration report.
The vote on this resolution is advisory only and does not bind the Company or its directors. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.
03
Proxy Form Tag Pacifi c Limited
Tag Pacifi c Limited ACN 009 485 625 GPO Box 4032, Sydney NSW 2001, Australia
Facsimile: +61 2 8275 6060
Appointment of proxy
I/We
of
being a member/s of Tag Pacifi c Limited and entitled to attend and vote hereby appoint
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the Chairman of the meeting (mark with an “X”) OR
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If you are not appointing the Chairman of the meeting as your proxy please write here the full name of the individual or body corporate you are appointing as your proxy
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fi t) at the Annual General Meeting of Tag Pacifi c Limited to be held at the Macquarie Room, Sheraton on the Park, 161 Elizabeth Street, Sydney, Australia on Thursday 12 November 2009 at 2:00pm and at any adjournment of that meeting.
Voting directions to your proxy – please mark X to indicate your direction
| ~~Agenda~~ ~~For~~ ~~Against~~ |
~~Agenda~~ ~~For~~ ~~Against~~ |
~~Agenda~~ ~~For~~ ~~Against~~ |
~~Agenda~~ ~~For~~ ~~Against~~ |
~~Agenda~~ ~~For~~ ~~Against~~ |
~~Agenda~~ ~~For~~ ~~Against~~ |
~~Abstain~~ | ~~Abstain~~ | |
|---|---|---|---|---|---|---|---|---|
| ~~�~~~~2~~ Adoption of remuneration report |
||||||||
| ~~�~~~~3.1~~ Re-election of Robert Constable |
||||||||
| ~~�~~~~3.2~~ Re-election of Peter Wise |
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| The Chairman of the meeting intends to vote undirected proxies in favour of each of the items of business. | ||||||||
| 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. | ||||||||
| Individual or Shareholder 1 Shareholder 2 |
Shareholder 3 | |||||||
| Sole Director and Director |
Director/Company Secretary | |||||||
| Sole Company Secretary |
Contact name
Contact daytime telephone
Date
04
How to complete this Proxy Form
Appointment of proxy
If you wish to appoint the Chairman of the meeting as your proxy, mark the box with an “X”. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the meeting please write the full name of that individual or body corporate. If you leave the section blank, or your named proxy does not attend the meeting, the Chairman of the meeting will be your proxy. A proxy need not be a shareholder of the Company.
Votes on items of business
You may direct your proxy how to vote by placing a mark in one of the three 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 a given item, 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 meeting and vote on a poll. If you wish to appoint a second proxy, an additional proxy form may be obtained by telephoning the Company or you may copy this form.
To appoint a second proxy you must on each of the fi rst proxy form and the second proxy 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. Both forms must be returned together in the same envelope.
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: To sign under power of attorney, you must have already lodged this document with the Company. If you have not previously lodged this document for notation, please attach a certifi ed 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 offi ce held by signing in the appropriate place.
If a representative of the corporate shareholder or proxy is to attend the meeting the appropriate “Certifi cate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certifi cate may be obtained from the Company’s share registry.
Lodgement
This proxy form (and any power of attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 2:00pm on Thursday 12 November 2009. Any proxy form received after that time will not be valid for the scheduled meeting.
Documents may be lodged:
In Person Tag Pacifi c Limited, Level 30 Piccadilly Tower, 133 Castlereagh Street, Sydney, Australia By Mail Tag Pacifi c Limited, GPO Box 4032, Sydney NSW 2001, Australia By Fax +61 2 8275 6060