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PHOSLOCK ENVIRONMENTAL TECHNOLOGIES LIMITED — Proxy Solicitation & Information Statement 2017
Oct 15, 2017
65544_rns_2017-10-15_2de690f9-9fdb-4b61-a674-9b22f28864f0.pdf
Proxy Solicitation & Information Statement
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Shareholder Proxy Form
Phoslock Water Solutions Limited, Suite 403, Level 4, 25 Lime, Street, Sydney, NSW, 2000.
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 Annual General Meeting of the Company to be held at 10.00 am (Sydney time) on Thursday, 23[rd] November 2017 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 Annual General Meeting intends to vote all undirected proxies in favour of each Resolution, to the extent permitted by law.
In relation to Resolutions 1 and 7, if the Chair of the Annual 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 those Resolutions, you will have expressly authorised the Chair to exercise your proxy in respect of each of those Resolutions 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 in respect of the Chair, 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 1 and 7 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 those Resolutions, 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 ab | |||
| in respect of any procedural resolution as my/our proxy thinks fit. | ||||
| FOR | AGAINST | ABSTAIN* | ||
| Resolution 1: Adoption of Remuneration Report | ||||
| Resolution 2: Election of Ms Brenda Shanahan | ||||
| Resolution 3: Election of Mr Zhigang Zhang | ||||
| Resolution 4: Ratification of prior issue of Shares | ||||
| Resolution 5: Approval of issue of Shares to | ||||
| Mr Zhigang Zhang | ||||
| Resolution 6: Approval of issue of Shares to | ||||
| Ms Brenda Shanahan | ||||
| Resolution 7: Approval to increase maximum | ||||
| non-executive Directors’ remuneration | ||||
| Resolution 8: Appointment of | Auditor |
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.
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 the 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).
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*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 1Individual/Sole Director or SoleCompany SecretaryDate: | Shareholder 2Director | Shareholder 3 |
|---|---|---|
| Director/Company Secretary |
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 .
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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 Annual 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 Annual 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 Annual 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 Annual General Meeting intends to vote all undirected proxies in favour of each Resolution to the extent permitted by law. In relation to Resolutions 1 and 7, if the Chair of the Annual 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 those Resolutions, you will have expressly authorised the Chair to exercise your proxy in respect of each of those Resolutions even if the 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 1 and 7 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 those Resolutions, 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 Annual General Meeting that is, by 10.00 am on Wednesday, 22[nd] November 2017. 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.
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