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PHOSLOCK ENVIRONMENTAL TECHNOLOGIES LIMITED Proxy Solicitation & Information Statement 2016

May 12, 2016

65544_rns_2016-05-12_f2bebeaa-cadd-4dc5-9f24-4cf7e98f1016.pdf

Proxy Solicitation & Information Statement

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Shareholder Proxy Form

Phoslock Water Solutions Limited.

Please post or deliver all Proxies to Suite 403, 25 Lime Street, Sydney, NSW 2000.

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 General Meeting of the Company to be held at 9.30 am (Sydney time) on Monday, 20[th] June, 2016 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 General Meeting intends to vote all undirected proxies in favour of each Resolution.

In relation to Resolutions 3 and 4, if the Chair of the General Meeting is your proxy or is appointed your proxy by default, unless you indicate otherwise by ticking either the ‘FOR’, ‘AGAINST’ or ‘ABSTAIN’ box in relation to that Resolution, you will have expressly authorised the Chair to exercise your proxy in respect of that Resolution even if that Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

Other than in the circumstance contemplated above, Directors, other Key Management Personnel of the Company and their Closely Related Parties (see Notice of Meeting and overleaf) are not permitted to cast any votes in respect of Resolutions 3 and 4 that arise from any undirected proxy that they hold. If the Directors or another Key Management Personnel (other than the Chair of the Meeting) is your proxy, and you fail to provide a voting direction in respect of Resolutions 3 and 4, your vote will not be cast.

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: Ratification of prior issue of Shares Resolution 2: Approval of issue of Shares Resolution 3 : Approval of issue of Options to Mr R Schuitema Resolution 4 : Approval of issue of Options to employees and consultants Resolution 5: Approval of issue of Options to Related Party consultant

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). *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 SoleCompany Secretary Director Director/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).

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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 General Meeting. If you leave the appointment section of this Proxy Form blank or your named proxy is unable to attend, the Chair of the General 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 General 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 General Meeting intends to vote all undirected proxies in favour of each Resolution. In relation to each of Resolutions 3 and 4, if the Chair of the General Meeting is your proxy or is appointed your proxy by default, unless you indicate otherwise by ticking either the „FOR‟, „AGAINST‟ or „ABSTAIN‟ box in relation to that Resolution, you will have expressly authorised the Chair to exercise your proxy in respect of that Resolution even if that Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

Other than in the circumstance contemplated above, Directors, other Key Management Personnel of the Company and their Closely Related Parties (see Notice of Meeting) are not permitted to cast any votes in respect of Resolutions 3 and 4 that arise from any undirected proxy that they hold. If the Directors or another Key Management Personnel (other than the Chair of the Meeting) is your proxy, and you fail to provide a voting direction in respect of Resolutions 3 and 4, your vote will not be cast.

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 General Meeting that is, by 9.30 am on Sunday, 19[th] June, 2016. Proxy Forms and accompanying documents may be sent to the Company by posting or delivering them to the address on this form.

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