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OBJECTIVE CORPORATION LIMITED — AGM Information 2009
Oct 28, 2009
65478_rns_2009-10-28_e03338d5-6dbc-4896-868d-ea9fa6caec00.pdf
AGM Information
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NOTICE OF ANNUAL GENERAL MEETING – 2009
Notice is hereby given that the Annual General Meeting of the shareholders of Objective Corporation Limited ABN 16 050 539 350 (the ‘Company’) will be held at Level 37, 100 Miller Street, North Sydney, on Monday 30 November 2009 commencing at 10.00 am.
AGENDA
1. Financial Statements and Reports
To receive and consider the financial statements and the reports of the directors and the auditor of the Company for the year ended 30 June 2009.
To consider and, if thought fit, pass the following resolutions as ordinary resolutions:
2. Resolution 1 - Remuneration report for the financial year ended 30 June 2009
“That the remuneration report for the financial year ended 30 June 2009 be adopted.”
Please note that the vote on this resolution is advisory only and will not bind the directors or the Company.
3. Resolution 2 & 3 - Retirement and re-election of director
“That Mr Leigh Warren, who retires as a director in accordance with the Company’s Constitution, and being eligible for re-election, is re-elected as a director of the Company.”
“That Mr Nick Kingsbury, who retires as a director in accordance with the Company’s Constitution, and being eligible for re-election, is re-elected as a director of the Company.”
By Order of the Board
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John Giddings Company Secretary 25 October 2009
Other Information
Explanatory Notes accompany this Notice of Annual General Meeting. All shareholders should read the Explanatory Notes carefully and in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional adviser prior to voting.
Voting Entitlements
The Board has determined that for the purposes of the meeting, shares will be taken to be held by those persons recorded on the Company’s share register as at the close of business on Thursday 26 November 2009. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.
Proxies
If you are unable to attend and vote at the meeting and wish to appoint a person who is attending as your proxy, please complete a proxy form. The proxy form must be received at the Company’s registered office 48 hours before the appointed time of the meeting. The completed proxy form may be:
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mailed or hand delivered to Objective Corporation, Level 37, 100 Miller Street North Sydney NSW 2060; or
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faxed to 02 9955 5011; or
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emailed to [email protected]
A member 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 member’s voting rights. A proxy need not be a member of the Company. It is the intention of the Chairman to vote any undirected proxies in favour of resolutions.
EXPLANATORY NOTES
These Explanatory Notes have been prepared to assist shareholders of the Company in their consideration of the resolutions proposed in the Notice of Annual General Meeting.
ITEM 1: Financial Statements and Reports
The first item of business deals with the financial statements of the Company, the directors’ report and the auditor’s report for the financial for the year ended 30 June 2009 (“reports”). These reports are contained in the Company’s 2009 Annual Report sent to shareholders, if requested, and are available on the Company’s web site www.objective.com.
Shareholders are to consider these reports and seek explanations, if required, from the directors when the reports are presented to the meeting. No resolution is required on these reports and they are only required to be laid at the meeting in accordance with Section 317 of the Corporations Act 2001.
ITEM 2: Resolution 1 - Remuneration report for the financial year ended 30 June 2009
The remuneration report, which forms part of the directors’ report, is on pages 11 to 13 of the Company’s 2009 Annual Report. The remuneration report sets out the policy for the remuneration of the directors and executives of the Company.
The Corporations Act 2001 expressly provides that the vote on this resolution is advisory only and nonbinding on the directors or the company. The resolution gives shareholders the opportunity to ask questions or make comments concerning the remuneration report during the meeting.
Recommendation: The Board unanimously recommends that shareholders vote in favour of adopting the remuneration report.
ITEM 3: Resolution 2 & 3 – Retirement and re-election of director
Pursuant to the Company’s Constitution and the Corporations Act one third of the directors of the Company must retire by rotation. Additionally, any director appointed by the Board since the last Annual General Meeting must retire at the next Annual General Meeting. A director who retires may offer himself or herself for re-election.
Mr Leigh Warren retires by rotation at the 2009 Annual General Meeting and, being eligible, offers himself for re-election. Leigh was appointed as a Non-Executive Director in August 2007 and is Chairman of the Audit Committee. Leigh has over 20 years experience in the IT Industry and has held Executive roles for several multinational companies, including SAP where he was Chief Operating Officer for North Asia and Oracle where he was the Managing Director for Australia and New Zealand. He currently serves on the Boards of three private companies and advises several software companies particularly in the area of developing high performance sales organisations.
Mr Nick Kingsbury retires by rotation at the 2009 Annual General Meeting and, being eligible, offers himself for re-election. Nick was appointed as a Non-Executive Director in July 2008 and is a member of the Audit Committee. Nick is an experienced international software entrepreneur, strategist and venture capitalist. He founded, led and then sold a leading UK Business Process Management company. He then spent 7 years with the international venture capital company 3i, where he headed up the software sector. He now advises a number of software companies, serving on the boards of three of them.
Recommendation: The Board unanimously recommends that shareholders vote in favour of these resolutions.
Objective Corporation Limited ABN 16 050 539 350
PROXY FORM
2009 Annual General Meeting
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Return to: The Company Secretary Objective Corporation Limited Level 37, 100 Miller Street North Sydney NSW 2060 Fax: +61 2 9955 5011 Email: [email protected]
Name Address 1 Name Address 2 Name Address 3 Name Address 4 Name Address 5 Name Address 6
Cutoff time for receipt of proxy form is 10.00am, Saturday 28 November 2009
Appointment of Proxy
If appointing a proxy to attend the Annual General Meeting on your behalf, please complete this form and submit it in accordance with the directions at the top right corner of this page by 10am Saturday 28 November 2009.
I/We being a shareholder(s) of Objective Corporation Limited pursuant to my/our right to appoint not more than two proxies, appoint
The Chairman of the Write here the name of the person you � Meeting OR are appointing if this person is someone (mark with an “X”) other than the Chairman of the Meeting. or failing him/her Write here the name of the other person you are appointing.
Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.
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 of Objective Corporation Limited to be held on 30 November 2009 at 10.00 am and at any adjournment of that meeting.
This proxy is to be used in respect of
% of the ordinary shares I/we hold.
If you do not wish to direct your proxy how to vote, please place a mark in the box. If you have appointed the Chair of the meeting to exercise your proxy, by marking this box, you acknowledge that the Chairman of the meeting may exercise your � proxy even if he has an interest in the outcome of a particular resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chair intends to vote 100% of all open proxies in favour of the resolution.
Voting directions to your proxy – please mark ⌧ to indicate your directions
| Voting directions to your proxy– please mark⌧ | to indica | te your direc | tions |
|---|---|---|---|
| RESOLUTION | For | Against | Abstain* |
| 1. To adopt the Remuneration Report | � | � | � |
| 2. Re-election of Mr Leigh Warren as a director | � | � | � |
| 3. Re-election of Mr Nick Kingsbury as a director | � | � | � |
- 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
Executed in accordance with section 127 of the Corporations Act:
| 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 |
|---|---|---|---|
| day of | Director / Company Secretary 2009 |
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