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MYECO GROUP LTD — AGM Information 2008
Oct 23, 2008
65304_rns_2008-10-23_866e758d-ac18-4b25-a1ca-024db2e4ea13.pdf
AGM Information
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ACN 064 755 237
TO: COMPANY ANNOUNCEMENTS OFFICE AUSTRALIAN SECURITIES EXCHANGE
DATE: 24 October 2008
ANNUAL GENERAL MEETING
The Notice of the Annual General Meeting of Cardia Technologies Ltd to be held on Friday 28[th] Friday November 2008 together with the accompanying documents will be despatched to shareholders today. At the same time the 2008 Annual Report will be sent to shareholders who requested it.
The Notice and accompanying documents are attached.
JOHN WILSON Company Secretary
CARDIA TECHNOLOGIES LTD
REGISTERED OFFICE Suite 510 Level 5 Pacific Tower 737-741 Burwood Road Hawthorn Victoria 3122 Australia Telephone +61 3 9813 3228 Facsimile +61 3 9813 2668 Email: [email protected]
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ACN 064 755 237
CARDIA TECHNOLOGIES LIMITED (ACN 064 755 237)
NOTICE OF ANNUAL GENERAL MEETING PROXY FORM
AND
EXPLANATORY MEMORANDUM
Date of Meeting Friday 28[th] November 2008
Time of Meeting
9.30am AEST
Place of Meeting Suite 5.09 Level 5 Pacific Tower 737 Burwood Road Hawthorn VIC 3122.
CARDIA TECHNOLOGIES LIMITED
(ACN 064 755 237)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF CARDIA TECHNOLOGIES LIMITED (ACN 064 755 237) (“CARDIA” OR “THE COMPANY”) WILL BE HELD AT SUITE 5.09 LEVEL 5 , PACIFIC TOWER ,737 BURWOOD ROAD, HAWTHORN VICTORIA 3122 IN THE STATE OF VICTORIA ON FRIDAY 28 NOVEMBER 2008 AT 9.30AM (AEST).
An Explanatory Memorandum containing information in relation to the business to be transacted at the meeting accompanies this Notice of Annual General Meeting.
AGENDA
ORDINARY BUSINESS
1. Financial Statements and Reports
To receive and consider the Financial Statements and the Reports of the Directors and Auditor for the year ended 30 June 2008.
2. Remuneration Report
To consider and, if thought fit, pass the following resolution as an ordinary resolution.
“That the Remuneration Report (which forms part of the Director’s Report) for the year ended 30 June 2008 be adopted”.
Note – Pursuant to Section 250R (3) of the Corporations Act 2001, the vote on this resolution is advisory only and does not bind the Directors or the Company.
3. Re-election of Director: Mr Peter Pena
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That Mr Peter Pena, a director retiring by rotation in accordance with the Company’s Constitution and being eligible, is re-elected as a director of the Company”.
By Order of the Board of Cardia Technologies Limited
John Wilson Company Secretary Dated: 27 October 2008
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EXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared for the information of shareholders of CARDIA TECHNOLOGIES LIMITED (“Cardia” or “the Company”) in connection with the business to be transacted at the Annual General Meeting of shareholders of Cardia to be held at Suite 5.09 Level 5, Pacific Tower, 737 Burwood Road,Hawthorn Victoria 3122 on Friday 28[th] November 2008 at 9.30am AEST.
It forms part of the accompanying Notice of Meeting convening the 2007 Annual General Meeting and contains an explanation of, and information about, the following matters to be considered at the meeting:
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the Financial Statements and Reports;
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the Remuneration Report; the re-election of Mr Peter Pena as a director of the Company.
The Directors recommend shareholders read the accompanying Notice of General Meeting (“Notice”) and this Explanatory Memorandum in full before making any decision in relation to the resolutions.
1. Financial Statements and Reports
Under the Corporations Act 2001, the directors of a public company that is required to hold an Annual General Meeting must table the financial statements and reports of the Company for the previous year for discussion by the members at that annual general meeting.
Shareholders have been provided with all relevant information concerning the Company’s financial statements for the year ended 30 June 2008 in the Annual Report.
A Copy of the Annual Report is enclosed with this Notice.
Shareholders should note that the sole purpose of tabling the financial statements of the Company at the Annual General Meeting is to provide the shareholders with the opportunity to ask questions or discuss matters arising from the financial statements at the meeting. It is not the purpose of the meeting that the financial statements be approved, rejected or modified in any way. Further as it is not required by the Corporations Act, no resolution to adopt, receive or consider the statements will be put to the meeting.
2. Remuneration Report
The Corporations Act 2001 requires that the Remuneration Report be submitted to shareholders for consideration and adoption by way of a non-binding resolution. The Remuneration Report is set out on pages 11-12 of the Company’s Annual Report. Notwithstanding that the resolution is non-binding; the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.
Shareholders will have the opportunity at the meeting to raise questions in respect to the Remuneration Report.
3. Re-election of Director
In accordance with the Company’s Constitution, at every Annual General Meeting, one-third of the directors must retire from office and are eligible for re-election. The directors to retire are those who have been longest in office since their appointment or last re-appointment, or, if the directors have been in office for an equal length of time by agreement.
Mr. Pena retires by rotation and being eligible for re-election, has consented to be re-elected and presents himself for re-election. He is 45 years of age and was appointed a director in May 1998. Information about Mr Pena is contained in the 2008 Annual Report.
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CARDIA TECHNOLOGIES LIMITED (ACN 064 755 237) PROXY FORM
The Company Secretary Cardia Technologies Limited Suite 509, Level 5 737 Burwood Road Hawthorn Victoria 3122
I/We (name of shareholder)…………………………………………………………………………………………...
Of (address)…………………………………………………………………………………………………………… Being a member/members of Cardia Technologies Limited Hereby Appoint:
(Name)…………………………………………………………………………………………………………………
of (Address)……………………………………………………………………………………………………………
and/or failing him (Name)……………………………………………………………………………………………..
of (Address)…………………………………………………………………………………………………………… or failing that person then the Chairman of the General Meeting as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at Suite 5.09 Level 5, Pacific Tower, 737 Burwood Road, Hawthorn, Victoria 3122 on Friday 28[th] November 2008 at 9.30am AEST and at any adjournment of the meeting.
INSTRUCTIONS AS TO VOTING ON RESOLUTIONS
If no directions are given my proxy may vote as the proxy thinks fit or may abstain. Otherwise the Proxy is to vote for or against the resolutions referred to in the notice convening the General Meeting as follows:
FOR AGAINST ABSTAIN
Resolution 1 - Remuneration Report Resolution 2 - Re-election of Mr. Pena
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This Proxy is appointed to represent % of my voting right, or if 2 proxies are appointed Proxy 1 represents % and Proxy 2 represents % of my total votes. My total voting right is shares. If no direction is given above or if more than one box is marked, I/we authorise my/our proxy to vote or abstain as my/our proxy thinks fit in respect of the resolution to be considered by the meeting and any adjournment of the meeting.
Signature(s)
Date Individual or Joint Shareholder 1 Joint Shareholder 2 Joint Shareholder 3 Director/Company Secretary Director Sole Director & Sole Company Secretary
NOTES: Voting and Instructions for Appointment of Proxy:
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In accordance with the Corporations Act 2001, the Directors have determined that the shares of the Company that are quoted on the Australian Stock Exchange as at 7.00 pm on 26[th] November 2008, will be taken, for the purposes of the Annual General Meeting, to be held by the persons who held them at that time. Accordingly, those persons will be entitled to attend and vote at the meeting.
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A Member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on his behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the Member’s voting rights.
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If the Member does not specify the proportion of votes the proxy may exercise, then each proxy will be taken to exercise one half of the votes held and subject to the proxy with fractional entitlements to votes being disregarded.
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A proxy duly appointed need not be a Member of the Company. In the case of joint holders all must sign.
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To be effective, this proxy, duly executed, and any document necessary to show the validity of this proxy must be lodged at the registered office of the Company not less than 48 hours before the time appointed for the Meeting. Any proxy lodged after that time will be treated as invalid.
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Directors and Officers of all corporate shareholders should note that unless the corporate shareholder either:
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(a) completes and lodges with the Company a valid appointment of proxy in accordance with the instructions in these notes; or
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(b) completes and either lodges with the Company prior to the meeting a form of appointment of or certificate of appointment of a personal representative in accordance with the provisions of Section 250D of the Corporations Law or causes such personal representative to attend the meeting with such form of appointment or certificate; or
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(c) has appointed an attorney.
and such proxy, personal representative or attorney attends the relevant meeting, then such corporate shareholder will be unable to exercise any votes at the relevant meeting.
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This proxy form may be returned to the Company in either of the following ways:
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(a) in person or by post to the Company Secretary, Cardia Technologies Limited at: Suite 509, Level 5
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737 Burwood Road
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Hawthorn Victoria 3122, or
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(b) by facsimile to (03) 9813 2668.
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Corporate Members should comply with the execution requirements set out in these notes or otherwise comply with the provisions of Section 127 of the Act. Section 127 of the Act provides that a company may execute a document without using its common seal if the document is signed by:
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2 directors of the company; or
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a director and a company secretary of the company; or
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for a proprietary company that has a sole director who is also the sole company secretary – that director.
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For Cardia rely on the assumptions set out in Sections 129(5) and (6) of the Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or
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(2) as applicable.
In particular a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.
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Completion of this proxy form will not prevent individual Members from attending the meetings in person if they wish. Where a Member completes and lodges a valid proxy form and attends the meeting in person then the proxy’s authority to speak and vote for that Member is suspended while the Member is present at the meeting.
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Where this proxy form is lodged and is executed under power of attorney the power of attorney must be lodged in like manner as a proxy.
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Chairman’s voting intentions:
All members appointing proxies should note that the Chairman intends to exercise proxies in his favour, and which do not direct the proxy holder how to vote, in favour of all resolutions. 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 Chairman 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.
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ACN 064 755 237
24 October 2008
Dear Shareholder
CARDIA TECHNOLOGIES LIMITED – Annual General Meeting 2008
Please find enclosed the Notice of Annual General Meeting for Cardia Technologies Limited (“Cardia”) to be held on 28[th] November 2008, commencing at 9.30am at Suite 5.09 Level 5 Pacific Tower 737 Burwood Road Hawthorn VIC 3122.
If you cannot attend, you are encouraged to complete and lodge the enclosed Proxy Form as directed.
An Explanatory Memorandum in connection with the business to be transacted at the meeting is also enclosed.
The 2008 Annual Report is enclosed for those shareholders who have elected to receive a hard copy .Those recipients will notice that to minimize growing production costs the current Report is simpler than those produced in recent years.
Other shareholders may access the Report on the company’s website at www.cardia.com.au
We look forward to your participation at the meeting.
Yours sincerely,
John Wilson Company Secretary
CARDIA TECHNOLOGIES LTD
REGISTERED OFFICE Suite 510 Level 5 Pacific Tower 737-741 Burwood Road Hawthorn Victoria 3122 Australia Telephone +61 3 9813 3228 Facsimile +61 3 9813 2668 Email: [email protected]