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ORCODA LIMITED — AGM Information 2010
Jul 13, 2010
65482_rns_2010-07-13_616bc05b-db5f-4c8e-a0f4-9023026ee32e.pdf
AGM Information
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SmartTrans Holdings Limited
Level 1, 614 Newcastle Street, Leederville, WA 6007 P O Box 334, Leederville, WA 6903 Telephone (08) 9228 1199 Facsimile (08) 9228 2299 ABN 86 009 065 650
Notices of Prior Meetings
It has become apparent that, due to inadvertence, the Notices of Meeting for the Company’s 2008 and 2009 Annual General Meetings were not released on the ASX Announcements Platform, even though these notices were despatched to all shareholders at the time.
In order to correct this admission the Company hereby releases the following documents in retrospect:
-
Notice of Annual General Meeting 2008; and
-
Notice of Annual General Meeting 2009.
Procedures have been put in place to ensure this omission does not take place in future.
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James Laurie Director
14 July 2010
Melbourne Sydney P erth Level 7 G.05 Suite 3, Level 1 11 Queens Road 55 Miller St 614 Newcastle Street MELBOURNE PYRMONT LEEDERVILLE VIC 3004 NSW 2009 WA 6007 Ph: (03) 9866 7333 Ph: (02) 9660 4564 Ph: (08) 9228 1199
Beijing 6th Floor, West Tower, Prosper Center 5 Guanghua Road BEIJING CBD, 100022 Ph: +86 (010) 6562 5435
11 Queens Road MELBOURNE VIC 3004 Ph: (03) 9866 7333
H O L D I N G S L I M I T E D
SmartTrans
ACN 009 065 650
NOTICE OF ANNUAL GENERAL MEETING
Take notice that the 2008 Annual General Meeting of SmartTrans Holdings Ltd (the “Company”) will be held in Room 17 on the 9[th] Floor, 428 George Street, Sydney, on Wednesday 26 November 2008 at 11.30 am (EDST).
AGENDA
Ordinary Business
1. Financial Statements and Reports
To receive and adopt the Financial Statements for the year ended 30 June 2008 and the related Directors’ Report and Statement and Audit Report.
2. Resolution 1: Remuneration Report
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non‐binding resolution:
" That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the remuneration report for the year ended 30 June 2008 as set out in the Company’s Directors’ Report for the year ended 30 June 2008 (within the Company’s Annual Report 2008) be adopted ."
3. Resolution 2: To Elect Director
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
" To re‐elect James P Laurie, who retires by rotation in accordance with the Constitution and, being eligible, offers himself for re‐election as a Director of the Company ."
Other Business
Any other business brought before the meeting in accordance with the Constitution of the Company.
Explanatory Statement
Shareholders are referred to the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting.
Snap Shot Time
Regulation 7.11.37 of the Corporations Regulations 2001 permits the Company to specify a time, not more than 48 hours before the meeting, at which a “snap shot” of shareholders will be taken for the purposes of determining shareholder entitlements to vote at the meeting.
The Company’s directors have determined that all shares of the Company on the register as at 6pm (EDST), Monday 24 November 2008 shall, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the shares at that time.
Proxies
Please note that:
-
(a) a member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;
-
(b) a proxy need not be a member of the Company; and
-
(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.
The enclosed Proxy Form for the Annual General Meeting provides further details on appointing proxies and lodging the Proxy Form. Proxies must be returned by 11.30 am (EDST), Monday 24 November 2008 to the Company (in person) at Level 1 / 614 Newcastle Street Leederville WA 6007 or (by post) at PO Box 334 Leederville WA 6903 or (by facsimile) to +61 8 9228 2299.
JOHN W MILLARD Company Secretary
SmartTrans
H O L D I N G S L I M I T E D
ACN 009 065 650
EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to assist shareholders with their consideration of the resolutions in the accompanying Notice of Annual General Meeting.
Financial Statements and Reports
The business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2008 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.
Resolution 1: Remuneration Report
The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the directors or the Company.
The remuneration report sets out the Company’s remuneration arrangements for the directors and senior management of the Company. The remuneration report is part of the directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2008.
A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.
Resolution 2: Reelection of James Laurie
Rule 14.4 of the ASX Listing Rules provides that a director must not hold office (without re‐election) past the third annual general meeting following the director's appointment or 3 years, whichever is longer.
In accordance with Listing Rule 14.4, and the Company's Constitution, Mr James P Laurie is retiring as a director of the Company and seeking re‐election.
Details of the qualifications and experience of Mr Laurie are contained in the Company's 2008 Annual Report.
Resolution 2 seeks the reappointment of James Laurie as an executive director of the Company for a further term. If approved by shareholders, Mr Laurie's appointment as a director will be effective from the conclusion of the Annual General Meeting.
Each of the other directors recommend that shareholders vote in favour of Resolution 2.
SmartTrans
H O L D I N G S L I M I T E D
ACN 009 065 650
Telephone: (08) 9228 1199 Facsimile: (08) 9228 2299 Email: [email protected]
� FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECEIVED BY 11.30AM (EDST) ON MONDAY 24 NOVEMBER 2008
YOUR ANNUAL REPORT IS AVAILABLE ONLINE, SIMPLY VISIT: http://smarttranscomau.ozstaging.com/page.asp?departmentID=455
HOW TO COMPLETE THIS PROXY FORM Please read these notes prior to completion of the voting form.
VOTES ON ITEMS OF BUSINESS
Voting 100% of your holding . 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. 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.
Voting a portion of your holding . You may 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. The sum of the votes cast on each item or the percentages for and against an item must not exceed your voting entitlement or 100%.
A proxy need not be a member.
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the proportion or number of votes each proxy may exercise, otherwise each proxy may exercise half of the votes. Fractions of votes will be disregarded. A separate Proxy Form should be used for each proxy. Additional Proxy Forms will be supplied by the Company on request. If you lodge two proxies please lodge both forms together.
SIGNING INSTRUCTIONS
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 securityholders must sign.
Power of Attorney: if signing under a Power of Attorney, the Power of Attorney, or a certified copy of the Power of Attorney, must be lodged with the Company no later than 48 hours before the time fixed for holding the meeting.
Companies : Where a 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, this form must be signed by the Sole Director. 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.
If a representative of a corporate member or proxy is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the Certificate may be obtained by telephoning the Company.
LODGMENT OF PROXY FORM:
This form (and any power of attorney under which it is signed) must be received by the Company no later than 48 hours before the time fixed for holding the meeting. Any Proxy Form received after this time will not be valid for the meeting.
Documents may be lodged, and will be received by the Company, as follows:
IN PERSON: Level 1 / 614 Newcastle Street LEEDERVILLE WA 6007 BY MAIL: PO Box 334 LEEDERVILLE WA 6903 BY FAX : +61 8 9228 2299
SmartTrans
H O L D I N G S L I M I T E D
ACN 009 065 650
FORM OF PROXY
I/We…..……………………………………………………………………………………….........................................................................................................................
of…………………………………………………………………………………………….............................................................................................................................
being a member/s of SmartTrans Holdings Limited (“the Company”), appoint
Please leave this box blank if you have selected the The Chairman of the Meeting OR Chairman of the Meeting. Do not insert your own name(s).
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 fit) at the Annual General Meeting of SmartTrans Holdings Ltd ACN 009 065 650 to be held at Room 17 on the 9th Floor, 428 George Street, Sydney, New South Wales on Wednesday, 26 November 2008 at 11:30AM (EDST) and at any adjournment of that meeting.
IMPORTANT: If the Chairman of the Meeting 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 a resolution please place a mark in this box.
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 the resolution/s and that votes cast by the Chairman of the meeting for those resolutions 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 of the Meeting will not cast your votes on the resolution and your votes will not be counted in computing the required majority if a poll is called on the resolution. The Chairman of the Meeting intends to vote all undirected proxies in favour of the resolution/s and in favour of each of the other items of business.
If two proxies are being appointed, the proportion of the members voting rights that this proxy is appointed to represent is ………….. percent. (Additional proxy forms will be supplied by the Company on request).
Proxy Voting Instructions
If you wish to instruct your proxy how to vote, insert a tick in the appropriate box, otherwise your proxy may vote or abstain from voting as he/she thinks fit.
Resolutions For Against Abstain PLEASE NOTE: If you mark the Abstain box for a particular 1. Remuneration Report item, you are directing your 2. To Re‐elect Director James P Laurie proxy not to vote on your behalf on a show of hands or on a poll and your votes will Dated this day of 2008 not be counted in computing If the member is a body corporate, then this proxy must be signed in accordance with section 127 the required majority on a poll.
If the member is a body corporate, then this proxy must be signed in accordance with section 127 of the Corporations Act 2001 or by an attorney appointed in writing by the body corporate.
EXECUTED by ACN
in accordance with section 127 of the Corporations Act 2001 :
______ ___________ Director/Company Secretary/Sole Director (Director)
________ ___________ Name of Director/Company Secretary/Sole Director Name of Director (BLOCK LETTERS) (BLOCK LETTERS)
OR
If the member is an individual or joint holders:
____________ Signature
_________ Signature
SmartTrans
H O L D I N G S L I M I T E D
ACN 009 065 650
NOTICE OF ANNUAL GENERAL MEETING
Take notice that the 2009 Annual General Meeting of SmartTrans Holdings Ltd (the “Company”) will be held on the 9[th] Floor, 428 George Street, Sydney, on Thursday 26 November 2009 at 11.00 am (EDST).
AGENDA
Ordinary Business
1. Financial Statements and Reports
To receive and adopt the Financial Statements for the year ended 30 June 2009 and the related Directors’ Report and Statement and Audit Report.
2. Resolution 1: Remuneration Report
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:
"That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the remuneration report for the year ended 30 June 2009 as set out in the Company’s Directors’ Report for the year ended 30 June 2009 (within the Company’s Annual Report 2009) be adopted."
- Resolution 2: To Elect Director
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"To re-elect John PC Forsyth AM, who retires by rotation in accordance with the Constitution and, being eligible, offers himself for re-election as a Director of the Company."
Other Business
Any other business brought before the meeting in accordance with the Constitution of the Company.
Explanatory Statement
Shareholders are referred to the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting.
Snap Shot Time
Regulation 7.11.37 of the Corporations Regulations 2001 permits the Company to specify a time, not more than 48 hours before the meeting, at which a “snap shot” of shareholders will be taken for the purposes of determining shareholder entitlements to vote at the meeting.
The Company’s directors have determined that all shares of the Company on the register as at 6pm (EDST), Tuesday 24 November 2009 shall, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the shares at that time.
Proxies
Please note that:
-
(a) a member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;
-
(b) a proxy need not be a member of the Company; and
-
(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.
The enclosed Proxy Form for the Annual General Meeting provides further details on appointing proxies and lodging the Proxy Form. Proxies must be returned by 11.00 am (EDST), Tuesday 24 November 2009 to the Company (in person) at Level 1 / 614 Newcastle Street Leederville WA 6007 or (by post) at PO Box 334 Leederville WA 6903 or (by facsimile) to +61 8 9228 2299.
JOHN W MILLARD Company Secretary
SmartTrans
H O L D I N G S L I M I T E D
ACN 009 065 650
EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to assist shareholders with their consideration of the resolutions in the accompanying Notice of Annual General Meeting.
Financial Statements and Reports
The business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2009 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.
Resolution 1: Remuneration Report
The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the directors or the Company.
The remuneration report sets out the Company’s remuneration arrangements for the directors and senior management of the Company. The remuneration report is part of the directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2009.
A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.
Resolution 2: Re-election of John PC Forsyth AM
Rule 14.4 of the ASX Listing Rules provides that a director must not hold office (without re-election) past the third annual general meeting following the director's appointment or 3 years, whichever is longer.
In accordance with Listing Rule 14.4, and the Company's Constitution, Mr John PC Forsyth AM is retiring as a director of the Company and seeking re-election.
Details of the qualifications and experience of Mr John PC Forsyth AM are contained in the Company's 2009 Annual Report.
Resolution 2 seeks the reappointment of Mr John PC Forsyth AM as an executive director of the Company for a further term. If approved by shareholders, Mr Forsyth’s appointment as a director will be effective from the conclusion of the Annual General Meeting.
Each of the other directors recommends that shareholders vote in favour of Resolution 2.
ACN 009 065 650
SmartTrans
H O L D I N G S L I M I T E D
Telephone: (08) 9228 1199 Facsimile: (08) 9228 2299 Email: [email protected]
� FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECEIVED BY 11.00AM (EDST) ON TUESDAY 24 NOVEMBER 2009
YOUR ANNUAL REPORT IS AVAILABLE ONLINE, SIMPLY VISIT: http://smarttranscomau.ozstaging.com/page.asp?departmentID=455
HOW TO COMPLETE THIS PROXY FORM Please read these notes prior to completion of the voting form.
VOTES ON ITEMS OF BUSINESS
Voting 100% of your holding. 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. 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.
Voting a portion of your holding. You may 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. The sum of the votes cast on each item or the percentages for and against an item must not exceed your voting entitlement or 100%.
A proxy need not be a member.
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the proportion or number of votes each proxy may exercise, otherwise each proxy may exercise half of the votes. Fractions of votes will be disregarded. A separate Proxy Form should be used for each proxy. Additional Proxy Forms will be supplied by the Company on request. If you lodge two proxies please lodge both forms together.
SIGNING INSTRUCTIONS
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 holders must sign.
Power of Attorney: if signing under a Power of Attorney, the Power of Attorney, or a certified copy of the Power of Attorney, must be lodged with the Company no later than 48 hours before the time fixed for holding the meeting.
Companies: Where a 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, this form must be signed by the Sole Director. 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.
If a representative of a corporate member or proxy is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the Certificate may be obtained by telephoning the Company.
LODGMENT OF PROXY FORM:
This form (and any power of attorney under which it is signed) must be received by the Company no later than 48 hours before the time fixed for holding the meeting. Any Proxy Form received after this time will not be valid for the meeting.
Documents may be lodged, and will be received by the Company, as follows:
IN PERSON: Level 1 / 614 Newcastle Street LEEDERVILLE WA 6007 BY MAIL: PO Box 334 LEEDERVILLE WA 6903 BY FAX: +61 8 9228 2299
SmartTrans
H O L D I N G S L I M I T E D
ACN 009 065 650
FORM OF PROXY
I/We…..……………………………………………………………………………………….........................................................................................................................
of…………………………………………………………………………………………….............................................................................................................................
being a member/s of SmartTrans Holdings Limited (“the Company”), appoint
Please leave this box blank if you have selected the The Chairman of the Meeting OR Chairman of the Meeting. Do not insert your own name(s).
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 fit) at the Annual General Meeting of SmartTrans Holdings Ltd ACN 009 065 650 to be held on the 9th Floor, 428 George Street, Sydney, New South Wales on Thursday, 26 November 2009 at 11:00AM (EDST) and at any adjournment of that meeting.
The Chairman of the Meeting intends to vote all undirected proxies in favour of the resolution/s and in favour of each of the other items of business.
If two proxies are being appointed, the proportion of the members voting rights that this proxy is appointed to represent is ………….. percent. (Additional proxy forms will be supplied by the Company on request).
Proxy Voting Instructions
If you wish to instruct your proxy how to vote, insert a tick in the appropriate box, otherwise your proxy may vote or abstain from voting as he/she thinks fit.
Resolutions For Against Abstain PLEASE NOTE: If you mark the Abstain box for a particular 1. Remuneration Report item, you are directing your 2. To Re-elect Director John PC Forsyth AM proxy not to vote on your behalf on a show of hands or on a poll and your votes will Dated this day of 2009 not be counted in computing If the member is a body corporate, then this proxy must be signed in accordance with section 127 the required majority on a poll.
If the member is a body corporate, then this proxy must be signed in accordance with section 127 of the Corporations Act 2001 or by an attorney appointed in writing by the body corporate.
EXECUTED by ACN in accordance with section 127 of the Corporations Act 2001:
Director/Company Secretary/Sole Director (Director)
Name of Director/Company Secretary/Sole Director Name of Director (BLOCK LETTERS) (BLOCK LETTERS)
OR
If the member is an individual or joint holders:
________ _______ Signature Signature