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PHOSLOCK ENVIRONMENTAL TECHNOLOGIES LIMITED AGM Information 2018

Jul 17, 2018

65544_rns_2018-07-17_4b9db30d-413b-46d6-bdda-4d2ce8c7b47b.pdf

AGM Information

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Notice of General Meeting and Explanatory Memorandum

Phoslock Water Solutions Limited

ACN 099 555 290

Date: Friday, 17 August 2018

Time: 9:00 am

Venue: Phoslock Water Solutions Limited Suite 403, 25 Lime Street Sydney, NSW

In this document you will find:
A letter from the Chair outlining the items of business at the Meeting
A Notice of Meeting
An Explanatory Memorandum containing information about the Resolutions
A Proxy Form (returnable before 9.00 am on Thursday, 16 August 2018)
Page No
2
3
5
Enclosed

Page 1

Phoslock Water Solutions Limited ACN 099 555 290

Dear Shareholder,

I am writing to you to seek your vote in changing the name of the Company from Phoslock Water Solutions Limited to Phoslock Environmental Technologies Limited.

The reason for wanting to change the name is due to the transformation that the Company has experienced over the last 12 months.

As you know, for many years, the Company had a single product, Phoslock. This is essentially an environmentally neutral granule which is dosed into water bodies suffering blue green algae infestations. The product has been an outstanding performer, cleaning up many lakes, dams and reservoirs across Europe, North and South America and Australia. However, since our move into China some 15 months ago and the massive developments we have made there, we have diversified to other products such as zeolite and bacteria as well as mechanical and technical applications. These new products and processes are becoming a rapidly increasing source of revenue for the Company.

In addition, we now have over 60 people working in China, comprising engineers, chemists, technicians and marketers; they are installing plant and equipment along waterways and water bodies and we are physically filtering and cleansing water as well as soil. We are also devising new products and processes for rectification of extremely heavily polluted water bodies.

The Company has thus transformed from a relatively simple applicator of a single product to a dynamic, diversified and growing environmental rectification organisation; we no longer just treat water in a simple manner, but are treating the environment-both soil and water- and are developing the new, sophisticated technologies and products with which to do so.

It is now necessary to show existing and potential investors as well as analysts and future customers that we have become a broad environmental rectification and technology company.

I therefore ask you to kindly vote in favour of the name change to PHOSLOCK ENVIRONMENTAL TECHNOLOGIES LIMITED, (ASX Code :PET) to better reflect these changes and to better educate our investors and our customers to our new business …… and to better develop the business globally.

The general meeting of Phoslock Water Solutions Limited will be held at 9.00 am on Friday, 17 August 2018. The Meeting will be held at the Company’s offices at Suite 403, 25 Lime Street, Sydney, NSW.

The proposed change of name is a special resolution. This means it will only be passed if at least 75% of votes cast by Shareholders present or by proxy and entitled to vote are in favour of the change of name.

THEREFORE, PLEASE SIGN THE ACCOMPANYING PROXY FORM AND RETURN IT TO THE COMPANY AS SOON AS POSSIBLE, BUT NO LATER THAN 9:00 AM ON THURSDAY 16 AUGUST, 2018.

If you have any queries in relation to the Meeting, please contact the Company on (02) 8014 7611.

Yours sincerely,

==> picture [175 x 36] intentionally omitted <==

Laurence Freedman AM Chairman Sydney, Australia 16 July 2018

Page 2

Notice of General Meeting

NOTICE IS GIVEN that a general meeting of Phoslock Water Solutions Limited ACN 099 555 290 ( Phoslock or Company ) will be held at 9.00 am on Friday, 17 August 2018 at the offices of the Company at Suite 403, 25 Lime Street, Sydney, NSW.

The Explanatory Memorandum accompanying this Notice of Meeting is incorporated in, and forms part of, this Notice of Meeting. The Explanatory Memorandum has been prepared to provide Shareholders with an explanation of the items of business and the Resolution to be proposed and considered at the Meeting.

All documents should be read in their entirety. If you are in any doubt about what to do, you should consult your legal, financial or other professional adviser.

Agenda

Item 1: To change the name of the Company from Phoslock Water Solutions Limited to Phoslock Environmental Technologies Limited.

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That the name of the Company be changed to Phoslock Environmental Technologies Limited.”

By Order of the Board

==> picture [156 x 35] intentionally omitted <==

Robert Schuitema Company Secretary Sydney, Australia 16 July 2018

Page 3

Voting entitlement, proxies and corporate representatives

1. Determination of voting entitlement

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have determined that the Shares will be taken, for the purpose of determining those persons entitled to attend and vote at the Meeting, to be held by the persons who are registered as holding them as at 7.00 pm on Wednesday, 15 August 2018.

Accordingly, transactions registered after that time will be disregarded when determining entitlements to attend and vote at the Meeting.

2. Proxies

A Shareholder who is entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on behalf of the Shareholder. Where the Shareholder is entitled to cast 2 or more votes, the Shareholder may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, each proxy may exercise half of the votes (disregarding fractions).

A proxy need not be a Shareholder of the Company.

A Proxy Form accompanies this Notice of Meeting. The Proxy Form contains important information and other instructions, which you should read carefully.

To be effective, the instrument appointing a proxy (and power of attorney or other authority, if any, under which it is signed or a certified copy of the power or authority) must be received by the Company, by hand delivery, post or facsimile not less than 24 hours prior to the Meeting, that is, by 9.00 am on Thursday, 16 August 2018 at the Company’s registered office, being Suite 403, Level 4, 25 Lime Street, Sydney, NSW, 2000, facsimile (02) 8014 7625.

3. Corporate representatives

A Shareholder which is a body corporate and which is entitled to attend and vote at the Meeting may appoint an individual as a representative to exercise all or any of the powers the body corporate may exercise at the Meeting or in the capacity of a Shareholder’s proxy. The appointment may be a standing one. Unless otherwise specified in the appointment, the representative may exercise, on that body corporate’s behalf, all of the powers that the body could exercise at the Meeting or in voting on a Resolution. The representative must present satisfactory evidence that he or she is authorised to act as the body corporate’s representative prior to admission to the Meeting.

Page 4

Explanatory Memorandum

This Explanatory Memorandum is incorporated in, and forms part of, the accompanying Notice of Meeting. The purpose of this Explanatory Memorandum is to provide Shareholders with information relevant to the Resolution proposed to be put to and considered by Shareholders at the Meeting.

Terms and expressions used in this Explanatory Memorandum, the Notice of Meeting and the Proxy Form have the meaning given to them in the “ Definitions ” section located at the end of this Explanatory Memorandum.

Item 1: Change of Company Name to Phoslock Environmental Technologies Limited

(Resolution 1)

1. Background

Please refer to the Chairman’s Letter on page 1 for the Company’s reasons to change the name of the Company to Phoslock Environmental Technologies Limited

It is proposed that the Company’s ASX listing code will also change to “PET”.

If Resolution 1 is passed, the change of name will take effect from when the Australian Securities and Investments Commission alters the details of the Company’s registration, which will be announced to the ASX.

Resolution 1 is proposed as a special resolution and will be passed if at least 75% of votes cast by Shareholders present or by proxy and entitled to vote are in favour of Resolution 1.

2. Board Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 1.

Page 5

Definitions

Unless the context requires otherwise, the following words shall have the following meanings in this Explanatory Memorandum, the Notice of Meeting and the Proxy Form:

  • (1) ASX means ASX Limited ACN 008 624 691 or, as the context requires, the market operated by it.

  • (2) Board means the board of Directors of the Company.

  • (3) Company or Phoslock means Phoslock Water Solutions Limited ACN 099 555 290.

  • (4) Directors mean the directors of the Company from time to time.

  • (5) Explanatory Memorandum means this Explanatory Memorandum.

  • (6) Meeting means the Meeting of the Company convened by the Notice of Meeting.

  • (7) Notice of Meeting means the Notice of Meeting accompanying this Explanatory Memorandum.

  • (8) Proxy Form means the proxy form accompanying this Explanatory Memorandum.

  • (9) Resolution means a resolution set out in the Notice of Meeting.

  • (10) Shareholder means a person or entity entered in the Company’s register of members from time to time as the holder of Shares.

  • (11) Shares means fully paid ordinary shares in the capital of the Company quoted on the ASX under the code “PHK”.

All references to time in the Notice of Meeting are to Sydney time.

Page 6

Page 7

Shareholder Proxy Form

Phoslock Water Solutions Limited.

Please post or deliver all Proxies to Suite 403, 25 Lime Street, Sydney, NSW 2000, or send to facsimile (02) 8014 7625.

I/We ............................................................................................................................................................................................... of ................................................................................................................................................................................................... appoint................................................................................................................................................................................................ or in his/her absence ...................................................................................................................................................................... of ...................................................................................................................................................................................................

or, if no person is named above or is absent, the Chair of the Meeting, as my/our proxy to vote for me/us on my/our behalf at the Meeting of the Company to be held at 9.00 am (Sydney time) on Friday, 17 August 2018 and at any adjournment of that meeting. Important Notes: If you appoint a proxy, we encourage you to direct your proxy how to vote on each item of business.

The Chair of the Meeting intends to vote all undirected proxies in favour of each Resolution.

If appointing a second proxy please state the number of Shares or the percentage of voting rights applicable to this Proxy Form.

Number of Shares OR %

I/We direct my/our proxy to vote in respect of the Resolutions to be considered as indicated with an “X” below, and to vote or abstain in respect of any procedural resolution as my/our proxy thinks fit.

FOR AGAINST ABSTAIN* Resolution 1: Change of name to Phoslock Environmental Technologies Limited   

If no direction is given above, I/we authorise my/our proxy to vote or abstain as my/our proxy thinks fit in respect of each Resolution to be considered by the Meeting and any adjournment of the Meeting (subject to the restrictions set out in “Important Notes” above or otherwise imposed by law).

*If you mark the Abstain box for a particular Resolution, 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.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Individual/Sole Director or Sole Director Director/Company Secretary Company Secretary

Date:

This Proxy Form should be signed by the Shareholder. If a joint holding, all Shareholders must sign. If signed by the Shareholder’s attorney, the power of attorney must have been previously lodged with the Company or a certified copy attached to this Proxy Form. If executed by a company, the form must be executed in accordance with the company’s Constitution and the Corporations Act 2001 (Cth) .

Page 8

Instructions for completing this Proxy Form

Appointment of proxy

Insert the name of your proxy, if your proxy is someone other than the Chair of the Meeting. If you leave the appointment section of this Proxy Form blank or your named proxy is unable to attend, the Chair of the Meeting for the time being will be your proxy to vote your Shares. Your proxy need not be a Shareholder of the Company.

You may appoint one or 2 proxies to attend and vote at the Meeting on your behalf. If you appoint 2 proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise one-half of the votes in which case any fraction of votes will be disregarded. Where a Shareholder appoints more than one proxy, neither proxy is entitled to vote on a show of hands. If you require an additional Proxy Form, the Company will supply it on request.

Voting directions to your proxy

You should direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your Shares 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 Shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy (subject to any voting exclusion) 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.

The Chair of the Meeting intends to vote all undirected proxies in favour of each Resolution.

Signature(s)

You must sign this form in the spaces provided as follows:

  • Individual Holding : The Shareholder must sign in the box.

  • Joint Holding : If Shares are held in joint names, all Shareholders must sign in the boxes.  Attorney : If you are signing as an Attorney, the Power of Attorney must have already been lodged with the Company or, alternatively, a certified copy of it must accompany this Proxy Form.

  • Companies : Only duly authorised officer(s) can sign on behalf of a company. Please sign in the boxes provided which state the office held by the signatory, i.e. Director and Director, or Company Secretary and Director, or Sole Director and Sole Company Secretary.

Lodgement of Proxy

The Proxy Form and the power of attorney or other authority (if any) under which it is signed (or a certified copy) must be received by the Company at least 24 hours before the time for holding the Meeting that is, by 9.00 am on Thursday, 16 August 2018. Proxy Forms and accompanying documents may be sent to the Company by posting or delivering them to the address on this form or sending them by facsimile to the facsimile number on this form.

Page 9