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PPK GROUP LIMITED AGM Information 2008

Oct 23, 2008

65603_rns_2008-10-23_3f4a4d96-4ce9-47c1-aa5b-c2d0b879d019.pdf

AGM Information

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 14th Annual General Meeting of shareholders of PPK Group Limited ("the Company") will be held at The Grace Hotel, 77 York Street, Sydney, New South Wales, commencing at 3:00pm on Tuesday, 25 November 2008. Registration will open at 2:30pm.

AGENDA

Ordinary Business

$\mathbf{1}$ Financial & Statutory Reports

To receive and consider the Financial Statements of the Company and the Reports of the Directors and of the Auditor for the financial year ended 30 June 2008.

2. Adoption of "Remuneration Report"

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That the Remuneration Report of the Company for the financial year ended 30 June 2008 is adopted."

Note: In accordance with section 250R of the Corporations Act 2001, the vote on Item 2 of the Agenda will be advisory only and will not bind the directors or the Company. The Remuneration Report can be found on pages 13 to 18 of the Company's 2008 Annual Report.

3. To re-elect a non-executive director

Glenn Robert Molloy retires by rotation in accordance with the Constitution and, being eligible, offers himself for re-election.

Information regarding the qualifications and experience of Mr Molloy is included on page 5 of the Company's 2008 Annual Report.

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That Glenn Molloy be re-elected as a director of the Company."

4. Appointment of Auditor

On or about 26 September 2008, the Company received notification from its auditors, BDO Kendalls to the effect that BDO Kendalls had recently restructured its accounting practice, and as a result all audits will now be conducted by BDO Kendalls Audit & Assurance (NSW-VIC) Pty Limited (Auditor Registration Number 291558), an authorised audit company. This is to occur in place of the current arrangement whereby a partnership carrying on business and known as BDO Kendalls provides audit services to the Company.

As a consequence, it is proposed that at the Annual General Meeting of the Company:

  • BDO Kendalls will (subject to first obtaining ASIC's consent to doing so) resign as auditor of the Company; and
  • BDO Kendalls Audit & Assurance (NSW-VIC) Pty Limited will seek the approval of the members of the Company to its appointment as the auditor of the Company.

ASIC's consent to the resignation of BDO Kendalls is being sought.

A member of the Company, as required under section 328B(1) of the Corporations Act 2001, has nominated BDO Kendalls' Audit & Assurance (NSW-VIC) Pty Limited to be appointed as the auditor of the Company. A copy of such member's nomination is required to be given to each member of the Company and is enclosed with this Notice of Annual General Meeting.

The Directors of the Company have been assured by BDO Kendalls that this is a change in legal form only and the same team from BDO Kendalls will continue to provide the Company's audit and assurance services.

To consider and, if thought fit, pass the following as an ordinary resolution:

"That BDO Kendalls Audit & Assurance (NSW-VIC) Pty Limited:

  • $(a)$ having been nominated by a member of the Company in accordance with section 328B(1) of the Corporations Act 2001; and
  • $(b)$ having given its consent to act as auditor to the directors of the Company in accordance with section 328A(1) of the Corporations Act 2001,

be appointed as auditor of the Company."

5. Other business

To transact any other business that may be brought forward in conformity with the Constitution of the Company.

DATED: 20 October 2008

BY ORDER OF THE BOARD

Robert Nicholls Company Secretary

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Appointment of Proxies

A member who is entitled to attend and vote at the meeting may appoint a proxy to attend and vote at the meeting on behalf of that member. A proxy may be an individual or body corporate and is not required to be a member of the Company. A member who is entitled to cast two or more votes at the meeting may appoint two proxies. Where a member appoints two proxies, the member may specify the proportion or number of votes each proxy is appointed to exercise Where a member appoints two proxies but does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the members votes. Fractions will be disregarded.

A member may direct the member's proxy how to vote on the proposed resolutions by following the instructions on the Proxy Form that accompanies this Notice of Meeting.

A proxy may decide whether or not to vote on a proposed resolution, except where required, by law or the Company's constitution to vote. If the member appointing the proxy:

  • directs the proxy how to vote on a proposed resolution, then the proxy may vote on that resolution only in the way directed:
  • does not direct the proxy how to vote on a proposed resolution, then the proxy may vote on that resolution as the proxy thinks fit.

If a member appoints the Chairman of the meeting as proxy and does not direct the Chairman how to vote on an item of business, then, if a poll is called on that item, the Chairman will vote as proxy for that member in favour of that item of business.

To be effective, proxy forms must be received:

  • at the PPK Group Limited Share Registry, c/- Registries Limited, Level 7, 207 Kent Street Sydney NSW 2000, or GP0 Box 3993, Sydney NSW 2001;
  • by facsimile on + 61(02) 9279 0664; or
  • by email to [email protected]

by 3:00pm (Sydney time) on or by Sunday, 23 November 2008.

Proxies received after the nominated time will not be effective for the scheduled meeting.

A form of proxy accompanies this Notice of Meeting and must be completed in accordance with the instructions 'How to complete the proxy form' provided with the Proxy Form.

Corporate representatives

A body corporate that is a member, or that has been appointed as a proxy of a member, may appoint an individual to act as its representative at the meeting. The appointment must comply with the requirements of section 250D of the Corporations Act 2001. The representative should bring to the meeting evidence of his or her appointment including the authority under which it is signed unless the evidence has previously been given to the Company.

Determination of entitlements to attend and vote at the meeting

Under the Corporations Regulations 2001 and the Company Constitution, the Company has determined that the shares of the Company on issue as at 3:00pm (Sydney time) on Sunday,

19703361/v1

23 November 2008 will be taken, for the purposes of the meeting, to be held by the persons who held them at that time. Accordingly, the persons entitled to attend and vote at the meeting will be the registered holders of the Company's shares at that time.

Shareholder questions

This year, the Company continues to offer a facility for shareholders to submit written questions in advance of the meeting. To submit a written question, please complete and return the accompanying form in accordance with the instruction on the form. The form must be received by the Company no later than Tuesday, 18 November 2008. Questions should relate to matters that are relevant to the business of the meeting as outlined in this Notice of Meeting.

Questions will be collated and, during the meeting, the Chairman will seek to address as many of the more frequently raised topics as possible and, where appropriate, will give a representative of BDO Kendalls, the Company's auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the meeting to address all topics raised. Please note that individual responses will not be sent to shareholders.

PPK GROUP LIMITED

ABN 65 003 964 181

PROXY FORM

All correspondence to: Registries Limited GPO Box 3993 Sydney NSW 2001 Enquiries: 61 2 9290 9600 Facsimile: 61 2 9279 0664 www.registries.com.au [email protected]

Annual General Meeting

Mark this box with an 'X' if you are issuer Sponsored and want to make any changes to your address details (see reverse)

Appointment of Proxy

If appointing a proxy to attend the Annual General Meeting on your behalf, please complete the form and submit it in accordance with the directions at the bottom of the page.

I/We being a shareholder/shareholders of PPK Group Limited pursuant to my/our right to appoint not more than two proxies, appoint

The Chairman of the Meeting OR (mark with an "X")

or failing him/her

Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

Write here the name of the other person you are appointing.

or failing him/her, (or if the box is not ticked and no proxy is specified above), the Chairman of the meeting, as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting to be held on Tuesday, 25 November 2008 at 3.00pm and at any adjournment of that meeting.

This proxy is to be used in respect of % of the ordinary shares l/we hold.
---------------------------------------- -- -------------------------------------

Voting directions to your proxy – please mark $[\overline{X}]$ to indicate your directions

RESOLUTION For Against Abstain*
Adoption of the Remuneration Report2.
3. To re-elect Mr Glenn Robert Molloy as a Director of the Company
4. Appointment of Auditor

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

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Executed in accordance with section 127 of the Corporations Act:

Individual or Shareholder 1 Joint Shareholder 2 Joint Shareholder 3
Sole Director & Sole CompanySecretary Director Director / Company Secretary
Dated this day of 2008
Contact Name Contact Business Telephone / Mobile

INSTRUCTIONS FOR COMPLETING PROXY FORM

    1. Your pre-printed name and address is as it appears on the share register of PPK Group Limited. If you are Issuer Sponsored and this information is incorrect, please mark the box at the top of the proxy form and make the correction on the form. Securityholders sponsored by a broker on the CHESS subregister should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.
  • $2.$ Completion of a proxy form will not prevent individual shareholders from attending the Annual General Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Annual General Meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the Annual General Meeting.
  • A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more 3. than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointments do not specify this proportion, each proxy may exercise half of the votes.
    1. A proxy need not be a shareholder of the Company.
    1. If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.
    1. If a representative of a company shareholder is to attend the Meeting, a properly executed original (or certified copy) of the appropriate "Certificate of Appointment of Corporate Representative" should be produced for admission to the Meeting. Previously lodged "Certificates of Appointment of Corporate Representative" will be disregarded by the Company.
    1. If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or originally certified copy) of an appropriate Power of Attorney should be produced for admission to the Annual General Meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

8. Signing Instructions

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

Where the holding is in one name, the holder must sign. Individual: Joint Holding: Where the holding is in more than one name, all of the shareholders should sign. Power of Attorney: If you are signing under a Power of Attorney, you must lodge an original or certified photocopy of the appropriate Power of Attorney with your completed Proxy Form. 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 indicate the office held by signing in the appropriate place.

9. Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address below not later than 3.00pm on Sunday, 23 November 2008 (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the scheduled meeting.

Hand deliveries

Registries Limited Level 7 / 207 Kent Street Sydney NSW 2000

Alternatively you can fax your proxy form so that it is received no later than 3.00pm on Sunday, 23 November 2008 on the fax number listed below.

Postal address:

Registries Limited GPO Box 3993 Sydney NSW 2001

Fax number:

ABN: 65 003 964 181

STREET ADDRESS: 25-27 WARATAH STREET, KIRRAWEE NSW 2232 POSTAL ADDRESS: PO BOX 3006, KIRRAWEE DC NSW 2232 TEL: 61 (2) 9521 8444 FAX: 61 (2) 9521 4561

20 October 2008

Dear Shareholder

Annual General Meeting Questions

PPK Group Limited ("PPK") recognises the right of shareholders to be informed of matters, in addition to those prescribed by law, which affect their investment in PPK.

Consistent with its Shareholder Communication Policy (detailed on the PPK website at www.ppkgroup.com.au), PPK will encourage participation by investors at general meetings in a number of ways including by providing shareholders of PPK with the opportunity of asking questions of the:

  • Board regarding the management of PPK; and
  • Company auditor regarding the conduct of, or any issues arising from, the audit or the preparation and content of the Auditor's Report.

Accordingly, PPK would like to invite you to submit (a) question(s) (using the accompanying form) regarding any matter that may be relevant to its forthcoming Annual General Meeting ("AGM"). The completed form may be returned by mail, facsimile or e-mail in the manner detailed within the accompanying form.

The Chairman will make every endeavour to facilitate the answering of questions raised in this forum at the AGM. However, please note that:

  • there may not be sufficient time at the meeting to address all topics raised; and
  • responses will not be sent to enquirers on an individual basis.

General enquiries relating to your share holding should be directed to the PPK share registry, Registries Limited, at Level 7, 207 Kent Street, Sydney NSW 2000, by telephone on (02) 9290 9600, facsimile on (02) 9279 0664 or e-mail to [email protected].

Yours faithfully, PPK GROUP LIMITED

Robert Nicholls Company Secretary

PPK GROUP LIMITED ANNUAL GENERAL MEETING QUESTION FORM

Holder Identifier (HIN/SRN):(optional)
Full Name:(optional)
Question 1 is for the Chairman, or Auditor
Question 2 is for the Chairman, or Auditor
Question 3 is for the Chairman, or Auditor
Question 4 is for the Chairman, or Auditor

Please return the completed form by:

$\bar{z}$

E-Mail: [email protected] Post to: Company Secretary PPK Group Limited P O Box 3006 Kirrawee DC, NSW, 2232

Facsimile: (02) 9521 4561 - Attention: Company Secretary

PPK Group Limited 003 964 181

NOTICE OF NOMINATION OF AUDITOR

IAVe, Name of Member of Address of Member, being a Member of PPK Group Limited, NOMINATE BDO Kendalls Audit & Assurance (NSW-VIC) Pty Ltd, ACN 114 673 540 (Auditor Registration No. 291558) for appointment as the Auditor of the Company.

SIGNATURE:

Only complete and sign one either A or B or C.

Individual: Δ

Full name of Member

Signature of Member

$, {\bf B}$ Joint Holders:

Full name of Joint Member 1

Signature of Member of Joint Member 1

Full name of Joint Member 2

Signature of Joint Member 2

C Company:

Executed by:

[Name of Company] In accordance with s.127 of the Corporations Act 2001

Common Seal (if applicable

Director

Director or Secretary (If more than one officer of the Company)