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ORCODA LIMITED — AGM Information 2016
Oct 23, 2016
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AGM Information
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**SMARTTRANS
HOLDINGS
LIMITED**
**ACN
009
065
650**
**NOTICE
OF
ANNUAL
GENERAL
MEETING**
Notice
is
hereby
given
that
the
Annual
General
Meeting
of
Shareholders
of
SmartTrans
Holdings Limited
( SmartTrans or
the Company )
will
be
held
at
The
Elizabeth
Room,
Sir
Stamford
at
Circular Quay,
93
Macquarie
Street,
SYDNEY
NSW
2000
on
Thursday
24
November
2016
at
10.00am
(AEDT) ( Meeting ).
The
Explanatory
Notes
to
this
Notice
provides
additional
information
on
matters
to
be
considered
at the
Annual
General
Meeting.
The
Explanatory
Notes
and
the
Proxy
Form
form
part
of
this
notice.
**BUSINESS
OF
THE
MEETING**
_____________
**Item
1:
Financial
Statements
and
Reports**
To
receive
and
consider
the
Financial
Report,
the
Directors’
Report
and
the
Auditor’s
Report
for
the year
ended
30
June
2016.
**Item
2:
Remuneration
Report**
To
consider
and,
if
thought
fit,
to
pass
the
following
as
an
ordinary
resolution
of
the
Company:
“To
adopt
the
Remuneration
Report
for
the
year
ended
30
June
2016.”
Notes:
-
(i) In
accordance
with
section
250R
of
the
Corporations
Act
2001,
the
vote
on
this resolution
will
be
advisory
only
and
will
not
bind
the
directors
or
the
Company. -
(ii) A
voting
exclusion
statement
applies
to
this
resolution
(see
Explanatory
Notes
for details).
**Item
3:
Re-‐election
of
Director
–
Mr
Yui
(Ian)
Tang**
To
consider
and,
if
thought
fit,
pass
the
following
as
an
ordinary
resolution
of
the
Company:
“That
Mr
Yui
(Ian)
Tang,
being
a
director
who
is
retiring
in
accordance
with
clause
13.2
of
the Company’s
Constitution
and
Listing
Rule
14.4,
and
being
eligible,
offers
himself
for
re-‐election,
be
re-‐ elected
as
a
Director
of
the
Company.”
**Item
4:
Election
of
Director
–
Hon
Mark
Vaile
AO**
To
consider
and,
if
thought
fit,
pass
the
following
as
ordinary
resolution
of
the
Company:
“That
Hon
Mark
Vaile
AO,
being
a
Director
who
was
appointed
by
the
Directors
on
04
April
2016
and whose
appointment
as
a
Director
expires
at
the
conclusion
of
the
Annual
General
Meeting
of
the Company
and,
being
eligible,
offers
himself
for
election,
be
elected
as
a
Director
of
the
Company.”
1
**ENTITLEMENT
TO
VOTE**
_____________
The
Directors
have
determined
pursuant
to
regulation
7.11.37
of
the
Corporations
Regulations
2001
(Cth)
that
the
persons eligible
to
vote
at
the
Meeting
are
those
who
are
registered
shareholders
of
the
Company
as
at
7:00pm
(AEDT)
on
Tuesday 22
November
2016
( Entitlement
Time ).
This
means
that
if
you
are
not
the
registered
holder
of
a
Share
in
the
Company
at
the
Entitlement
Time,
you
will
not
be entitled
to
vote
at
the
Meeting.
**ANNUAL
REPORT**
_____________
Copies
of
the
Company’s
full
Annual
Report
may
be
accessed
at
our
website
www.smarttrans.com.au
and
clicking
on
the Investor
Relations
tab.
**VOTING
OPTIONS
AND
PROXIES**
_____________
If
you
do
not
plan
to
attend
the
Meeting
in
person,
you
are
encouraged
to
complete
and
return
the
Proxy
Form
that accompanies
this
Notice
of
Annual
General
Meeting.
**Voting
by
Proxy**
A
Shareholder
who
is
entitled
to
attend
and
vote
at
this
Meeting
is
entitled
to
appoint
not
more
than
two
proxies
to
attend and
vote
in
place
of
the
member.
If
the
Shareholder
appoints
two
proxies,
the
Shareholder
may
specify
the
proportion
or
number
of
votes
each
proxy
is entitled
to
exercise.
If
no
proportion
or
number
of
votes
is
specified,
each
proxy
may
exercise
half
of
the
shareholder’s votes.
If
the
specified
proportion
or
number
of
votes
exceeds
that
which
the
Shareholder
is
entitled
to,
each
proxy
may exercise
half
of
the
Shareholder’s
votes.
Any
fractions
of
votes
brought
about
by
the
apportionment
of
votes
to
a
proxy
will be
disregarded.
A
proxy
need
not
be
a
Shareholder
of
the
Company.
A
body
corporate
appointed
as
a
Shareholder’s
proxy
may
appoint
a representative
to
exercise
any
of
the
powers
the
body
may
exercise
as
a
proxy
at
the
Meeting.
The
representative
should bring
to
the
Meeting
evidence
of
his
or
her
appointment,
including
any
authority
under
which
the
appointment
is
signed, unless
it
has
previously
been
given
to
the
Company.
Subject
to
the
specific
proxy
provisions
applying
to
Item
2
(see
the
Explanatory
Notes
below):
- -‐ If
a
Shareholder
has
not
directed
their
proxy
how
to
vote,
the
proxy
may
vote
as
the
proxy
determines,
and -‐ If
a
Shareholder
appoints
the
Chairman
of
the
Meeting
as
proxy
and
does
not
direct
the
Chairman
how
to
vote
on an
item
of
business,
the
Chairman
will
vote
in
accordance
with
his
voting
intention
as
stated
in
this
Notice
of Meeting,
namely
in
favour
of
each
of
the
proposed
resolutions
set
out
in
the
Notice
of
Meeting.
**Proxy
Voting
by
the
Chairman**
For
Item
2
(Remuneration
Report),
where
the
Chairman
is
appointed
as
a
Shareholder’s
proxy
and
that
Shareholder
has
not specified
the
way
in
which
the
Chairman
is
to
vote
on
Item
2,
the
Shareholder
is
directing
the
Chairman
to
vote
in accordance
with
the
Chairman’s
voting
intentions
for
these
items
of
business,
even
though
Item
2
is
connected
with
the remuneration
of
Key
Management
Personnel.
The
Chairman
intends
to
vote
all
undirected
proxies
in
favour
of
the
resolutions
in
the
Notice
of
Meeting,
including
Item
2.
2
**Proxy
Forms**
To
be
effective,
the
Proxy
Form
must
be
completed,
signed
and
lodged
(together
with
the
relevant
original
power
of attorney
or
a
certified
copy
if
the
proxy
is
signed
by
an
attorney)
with
the
Company’s
share
registry,
as
an
original
or
by facsimile, no
later
than 10:00am
(AEDT)
on
Tuesday
22
November
2016
( Proxy
Deadline ).
Proxy
forms
may
be
submitted
in
one
of
the
following
ways:
- (i) By
mail to
Computershare
Investor
Services
Pty
Ltd
using
the
reply
paid
envelope
or
GPO
Box
242, Melbourne
VIC -
Please
allow
sufficient
time
so
that
it
reaches
Computershare
Investor
Services
Pty
Ltd by
the
Proxy
Deadline; -
(ii) By
fax to
Computershare
Investor
Services
Pty
Ltd
on
+1800
783
447
(within
Australia)
or
+61
3
9473
2555 (outside
Australia); -
(iii) Online via
the
Company’s
Share
Registry
website
at
www.investorvote.com.au
or
via
your
mobile
phone using
your
QR
code.
Please
refer
to
the
Proxy
Form
for
more
information;
or -
(iv) By
hand
delivery to
Computershare
at
Level
4,
60
Carrington
Street,
Sydney
NSW
Proxy
Forms
and
Powers
of
Attorney
must
be
received
by
the
Proxy
Deadline.
**CORPORATE
REPRESENTATIVES**
_____________
Where
a
shareholding
is
registered
in
the
name
of
a
corporation,
the
corporate
shareholder
may
appoint
a
person
to
act
as its
representative
to
attend
the
meeting
by
providing
that
person
with:
-
(i) a
letter
or
certificate
authorising
him
or
her
as
the
corporation’s
representative,
executed
in
accordance with
the
corporation’s
constitution;
or -
(ii) a
copy
of
the
resolution
appointing
the
representative,
certified
by
a
secretary
or
director
of
the corporation.
BY
ORDER
OF
THE
BOARD
Leanne
Ralph Company
Secretary 20
October
2016
3
**Explanatory
Notes**
**Notes
on
Business**
**ITEM
1
–
Financial
Statements**
As
required
by
section
317
of
the Corporations
Act
2001 Cth
( Corporations
Act )
the
Financial
Report,
Directors’
Report
and Auditor’s
Report
of
the
Company
for
the
most
recent
financial
year
will
be
presented
to
the
meeting.
The
Financial
Report
contains
the
financial
statements
of
SmartTrans
Holdings
Limited
and
its
controlled
entities.
There
is
no
requirement
for
a
formal
resolution
on
this
item.
The
Chairman
of
the
Meeting
will
allow
a
reasonable
opportunity
at
the
meeting
for
Shareholders
to
ask
questions
about or
make
comments
on
the
management
of
the
Company.
Shareholders
will
also
be
given
a
reasonable
opportunity
at
the meeting
to
ask
the
Company’s
auditor,
RSM
Bird
Cameron
Partners
( RSM ),
questions
about
the
Audit
Report,
the
conduct of
its
audit
of
the
Company’s
Financial
Report
for
the
year
ended
30
June
2016,
the
preparation
and
content
of
the
Audit Report,
the
accounting
policies
adopted
by
the
Company
in
its
preparation
of
the
financial
statements
and
the independence
of
RSM
in
relation
to
the
conduct
of
the
audit.
Shareholders
may
submit
written
questions
to
RSM
to
be
answered
at
the
meeting,
providing
the
question
is
relevant
to the
content
of
RSM’s
Audit
Report
or
the
conduct
of
the
audit
of
the
Company’s
Financial
Report
for
the
year
ended 30
June
2016.
Written
questions
must
be
received
no
later
than
5.00pm
(AEDT)
on
Friday
18
November
2016.
Any
written
questions
to RSM
can
be
sent
to
Computershare
Investor
Services
Pty
Ltd,
GPO
Box
242,
Melbourne
VIC
3001
(or
by
Fax:
on
+1800
783 447
(within
Australia)
or
+61
3
9473
2555
(outside
Australia)).
**ITEM
2
–
Adoption
of
Remuneration
Report**
**Reasons
for
Resolution**
In
accordance
with
section
300A
of
the
Corporations
Act the
Company
has
proposed
a
remuneration
report
for
the consideration
of
shareholders.
As
provided
by
section
250R(3)
of
the
Corporations
Act,
the
resolution
on
this
item
of
business
is
advisory
only
and
does not
bind
the
board
or
the
Company.
The
objective
of
the
Company's
executive
reward
framework
is
to
ensure
the
reward
for
performance
is
competitive
and appropriate
for
the
results
delivered.
The
framework
aligns
executive
reward
with
achievement
of
strategic
objectives
and the
creation
of
value
for
shareholders
and
conforms
with
market
practice
for
delivery
of
reward.
**Voting
Exclusion
Statement**
As
required
by
the
Corporations
Act,
the
Company
will
disregard
any
votes
cast
on
Item
2
by
any
member
of
the Company’s
Key
Management
Personnel
( KMP )
or
a
Closely
Related
Party
of
any
such
member
unless
the
person:
- (i) votes
as
a
proxy
appointed
by
writing
that
specifies
how
the
person
is
to
vote
on
the
resolutions;
or (ii) is
the
Chairman
of
the
Meeting
and
votes
as
a
proxy
appointed
by
writing
that
authorises
the
Chairman
to
vote on
the
resolutions
even
though
that
resolution
is
connected
with
the
remuneration
of
a
member
of
the Company’s
KMP.
What
this
means
for
Shareholders: If
you
intend
to
appoint
a
member
of
the
KMP
(such
as
one
of
the
Directors)
as
your proxy,
please
ensure
that
you
direct
them
how
to
vote
on
the
proposed
resolution
in
Item
2.
If
you
intend
to
appoint
the Chairman
of
the
Meeting
as
your
proxy,
you
can
direct
him
how
to
vote
by
marking
the
boxes
for
Item
2
(for
example,
if you
wish
to
vote
for,
against
or
abstain
from
voting),
or
you
can
choose
not
to
mark
any
of
the
boxes
for
Item
2
and
give the
Chairman
your
express
authority
to
vote
your
undirected
proxy
(in
which
case
the
Chairman
will
vote
in
favour
of
this item
of
business).
**Directors’
Recommendation**
The
Board
unanimously
recommend
that
Shareholders
vote
in
favour
of
this
item.
4
**ITEM
3
–
Retirement
and
Re-‐election
of
Director
–
Mr
Yui
(Ian)
Tang**
In
accordance
with
the
Company’s
Constitution
and
ASX
Listing
Rule
14.5
an
election
of
Directors
must
be
held
at
each Annual
General
Meeting.
The
Constitution
states
that
no
director
can
hold
office
for
more
than
three
years
and
one-‐third of
all
directors
(not
including
Directors
appointed
during
the
year
by
the
Board
or
the
Managing
Director)
must
retire
and may
offer
themselves
for
re-‐election.
Directors
appointed
during
the
year
by
the
Board
must
also
retire
and
offer themselves
for
election.
If
no
Directors
are
scheduled
for
election
by
virtue
of
the
ASX
Listing
Rules
or
the
Constitution, then
one-‐third
of
directors
must
still
retire
and
be
re-‐elected
by
the
Shareholders
of
the
Company.
Normally,
this
would
be the
Director
(other
than
the
Managing
Director)
who
has
held
office
the
longest
since
being
appointed
or
last
being elected.
Listing
Rule
14.4
states
that
no
Director
is
entitled
to
hold
office
without
re-‐election
past
the
third
Annual
General
Meeting following
the
Director’s
appointment
or
three
years,
whichever
is
longer.
Mr
Yui
(Ian)
Tang
was
last
appointed
as
a
director on
14
November
2013
and
therefore
must
retire
and
is
eligible
to
be
re-‐elected
at
this
Annual
General
Meeting.
Details
of
Mr
Tang
are
set
out
below.
Mr
Tang
is
the
CEO
of
Beijing
AustChina
Technology,
the
Chairman
of
123
AustChina
Education
Consultancy
and
a
Director of
the
China-‐Australia
Chamber
of
Commerce
(AustCham
Beijing).
Mr
Tang
brings
to
the
Board
his
extensive
experience
of
business
operations
in
China.
Having
had
regard
to
the
ASX
Corporate
Governance
Principles
and
Recommendations
(3rd
edition)
( ASX
Principles ),
the Board
considers
Mr
Tang
to
be
an
independent
Director.
**Directors’
Recommendation**
The
Board
unanimously
(other
than
Mr
Tang)
supports
the
re-‐election
of
Mr
Tang
and
recommends
that
Shareholders
vote in
favour
of
this
item.
**ITEM
4
-‐
Election
of
a
Director
–
Hon
Mark
Vaile
AO**
In
accordance
with
Clause
13.5
of
the
Company’s
Constitution
and
ASX
Listing
Rule
14.4
any
Director
appointed
to
fill
a casual
vacancy
or
as
an
additional
Director
holds
office
until
the
next
Annual
General
Meeting
and
is
then
eligible
for
re-‐ election.
Hon
Mark
Vaile
AO
was
appointed
to
fill
a
casual
vacancy
as
a
Director
on
04
April
2016.
Hon
Mr
Vaile
therefore
retires
at the
forthcoming
Annual
General
Meeting
and
being
eligible,
has
offered
himself
for
re-‐election.
Hon
Mr
Vaile
is
the
former
Deputy
Prime
Minister
of
Australia
and
former
leader
of
the
National
Party.
He
brings
a
wealth of
experience
in
the
global
commerce
environment,
including
that
of
Trade
Minister
involved
in
negotiating
the
US-‐ Australia
Free
Trade
Agreement
(FTA),
the
then
proposed
Australia-‐China
FTA,
as
well
as
similar
agreements
with
trading partners
in
Singapore,
Thailand
and
Malaysia.
Having
had
regard
to
the
ASX
Principles,
the
Board
considers
Hon
Mr
Vaile
to
be
an
independent
Director.
**Directors’
Recommendation**
The
Board
unanimously
(other
than
Hon
Mr
Vaile)
supports
the
election
of
Hon
Mr
Vaile
and
recommends
that Shareholders
vote
in
favour
of
this
item .
**Chairman’s
Voting
Intention**
The
Chairman
of
the
Meeting
intends
to
vote
all
available
proxies
in
favour
of
all
resolutions.
5
GLOSSARY
AEDT means
Australian
Eastern
Daylight
Time
as
observed
in
Sydney,
Australia.
Annual
General
Meeting or Meeting means
the
meeting
convened
by
the
Notice.
Associate has
the
meaning
given
to
that
term
in
sections
10
and
11
and
sections
13
to
17
of
the
Corporations
Act.
ASX means
ASX
Limited
ACN
008
624
691.
ASX
Listing
Rules means
the
Listing
Rules
of
the
ASX.
ASX
Principles means
the
ASX
Corporate
Governance
Principles
and
Recommendations
(3rd
edition).
Board means
the
current
board
of
directors
of
the
Company
Closely
Related
Party has
the
meaning
as
defined
in
section
9
of
the
Corporations
Act.
Company means
SmartTrans
Holdings
Limited
(ACN
000
065
650).
Constitution means
the
Company’s
Constitution.
Corporations
Act means
the Corporations
Act
2001 (Cth).
Directors means
the
current
directors
of
the
Company.
Explanatory
Notes means
the
Explanatory
Notes
accompanying
the
Notice.
Key
Management
Personnel has
the
meaning
as
defined
in
section
9
of
the
Corporations
Act.
Items means
the
resolutions
set
out
in
the
Notice,
or
any
one
of
them,
as
the
context
requires.
Notice or Notice
of
Meeting or Notice
of
Annual
General
Meaning means
this
notice
of
annual
general
meaning
and
the explanatory
notes
accompanying
the
Notice
and
the
Proxy
Form.
Proxy
Form means
the
proxy
form
accompanying
the
Notice.
Remuneration
Report means
the
remuneration
report
set
out
in
the
Director’s
Report
section
of
the
Company’s
annual financial
report
for
the
year
ended
30
June
2016.
Resolutions means
the
resolutions
set
out
in
the
Notice,
or
any
one
of
them,
as
the
context
requires.
Share means
a
fully
paid
ordinary
share
in
the
capital
of
the
Company.
Shareholder means
a
holder
of
a
Share.
6
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SmartTrans Holdings Limited ABN 86 009 065 650
Lodge your vote:
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Online:
www.investorvote.com.au
By Mail:
Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia
SMA
MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555
For Intermediary Online subscribers only (custodians) www.intermediaryonline.com
For all enquiries call:
(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000
Proxy Form
XX
Vote and view the annual report online
-
Go to www.investorvote.com.au or scan the QR Code with your mobile device.
-
• Follow the instructions on the secure website to vote.
Your access information that you will need to vote:
Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
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For your vote to be effective it must be received by 10.00am (AEDT) Tuesday, 22 November 2016
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.
Appointing 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 percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.
Signing Instructions for Postal Forms
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".
Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.
GO ONLINE TO VOTE, or turn over to complete the form
Samples/000001/000001
MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND
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Proxy Form
Please mark
to indicate your directions
Appoint a Proxy to Vote on Your Behalf
XX
I/We being a member/s of SmartTrans Holdings Ltd hereby appoint
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the Chairman of the Meeting
OR
PLEASE NOTE: Leave this box blank if you have selected the 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, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of SmartTrans Holdings Ltd to be held at The Elizabeth Room, Sir Stamford at Circular Quay, 93 Macquarie Street, SYDNEY NSW 2000 on Thurday, 24 November 2016 at 10.00am (AEDT) and at any adjournment or postponement of that Meeting.
Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 2 (except where I/we have indicated a different voting intention below) even though Item 2 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.
Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 2 by marking the appropriate box in step 2 below.
Items of Business PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
| For | Again | st Abstain |
|||
|---|---|---|---|---|---|
| Item | 2 | Remuneration Report | |||
| Item | 3 | Re-election of Director – Mr Yui (Ian) Tang | |||
| Item | 4 | Election of Director – Hon Mark Vaile AO |
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
SIGN
Signature of Securityholder(s) This section must be completed.
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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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S M A
2 1 5 7 8 5 A