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PPK GROUP LIMITED AGM Information 2011

Nov 15, 2011

65603_rns_2011-11-15_7595b994-893c-4675-86e1-ca261cf3fc02.pdf

AGM Information

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 17th Annual General Meeting of members of PPK Group Limited ACN 003 964 181 ("the Company") will be held at The Grace Hotel, 77 York Street, Sydney commencing at 3:00 pm (Sydney time) on Tuesday, 22 November 2011. Registration will open at 2:30 pm.

AGENDA

Ordinary Business

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 2011.

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 2011 is adopted."

Note: Important information regarding this resolution is detailed below under the heading Important instructions and information for Resolution 2.

3. To re-elect an executive director

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

Information regarding the background, qualifications and experience of Mr Glenn Molloy is included on page 5 of the Company's 2011 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. To re-elect a non-executive director

Graeme Webb was elected as a director of the Company by the Board of Directors of the Company on 1 August 2011 and in accordance with the Company's Constitution is eligible for re-election as a director of the Company.

Information regarding the background, qualifications and experience of Mr Graeme Webb is included on page 5 of the Company's 2011 Annual Report.

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

"That Graeme Webb be re-elected as a director 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 2011

BY ORDER OF THE BOARD

Robert Nicholls Company Secretary

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 (subject to restrictions imposed by the law or the Company's Constitution).

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 unless otherwise restricted by the law or the Company's Constitution.

To be effective, proxy forms must be received:

  • at the PPK Group Limited Share Registry, c/- Boardroom Pty Limited, Level 7, 207 Kent Street Sydney NSW 2000, or GP0 Box 3993, Sydney NSW 2001;
  • by facsimile on + 61(02) 9290 9655;
  • online: www.boardroomlimited.com.au/vote/ppkgroupagm2011;
  • by 3:00pm (Sydney time) on or by 20th November 2011.

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.

Important instructions and information for Resolution 2

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. The Remuneration Report can be found on pages 10 to 17 of the Company's 2011 Annual Report.

If the Chairman of the meeting or a member of the Key Management Personnel of the Company (details of whose remuneration are included in the Remuneration Report on pages 10 to 17 of the Company's 2011 Annual Report)(or a closely related party of such member) is your proxy and you have not directed him/her how to vote on Resolution 2, the Chairman or a member of the Key Management Personnel of the Company (or a closely related party of such member) will be prevented from casting your votes on Resolution 2. If the Chairman or a member of the Key Management Personnel of the Company (or a closely related party of such member) is your proxy, in order for your votes to be counted on Resolution 2, you must direct your proxy how to vote on Resolution 2.

______________________________________________________________________________________

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

The Company has determined that the shares of the Company on issue as at 3:00pm (Sydney time) on Sunday, 20 November 2011 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 15 November 2011. 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 Audit (NSW-VIC) Pty Limited, 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

FOR ALL ENQUIRIES CALL:

(within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

FACSIMILE +61 2 9290 9655

ALL CORRESPONDENCE TO:

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 3:00pm SUNDAY 20TH NOVEMBER 2011

TO VOTE ONLINE

Your Address

This is your address as it appears on the company's share register. If this is incorrect, please mark the box with an "X" and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

Reference Number:

Please note it is important you keep this confidential

STEP 1 : VISIT www.boardroomlimited.com.au/vote/ ppkgroupagm2011

STEP 2: Enter your holding/Investment type

STEP 3: Enter your Reference Number and VAC:

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an "Appointment of Corporate Representative" prior to admission. An Appointment of Corporate Representative form can be obtained from the company's securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's securities registry or you may copy this form.

To appoint a second proxy you must:

  • (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
  • (b) return both forms together in the same envelope.

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities 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 securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy 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.

STEP 3 Sign the Form

The form must be signed as follows**:**

Individual: This form is to be signed by the securityholder.

Joint Holding: where the holding is in more than one name, all the securityholders must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 3:00pm on Tuesday, 22nd November 2011. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged using the reply paid envelope or:

  • BY MAIL Share Registry Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia
  • BY FAX + 61 2 9290 9655
  • IN PERSON Share Registry Boardroom Pty Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

Vote online at:

www.boardroomlimited.com.au/vote/ppkgroupagm2011 or turnover to complete the Form

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration**.**

STEP 1 - Appointment of Proxy

I/We being a member/s of PPK Group Limited and entitled to attend and vote hereby appoint

the Chairman ofthe MeetingOR(mark with an'X')
--------------------------------------------------------------- --

If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

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 at the Annual General Meeting of PPK Group Limited to be held at the Grace Hotel 77 York Street, Sydney, NSW on Tuesday, the 22nd of November 2011 at 3:00pm and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

If the Chairman of the Meeting is appointed as your proxy or may be appointed by default, and you do not wish to direct your proxy how to vote in respect of resolution 2, please mark this box. By marking this box, you acknowledge that the Chairman of the Meeting may vote as your proxy even if he has an interest in the outcome of the resolution and votes cast by the Chairman of the Meeting for those resolutions, other than as proxy holder, will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called. The Chair intends to vote all undirected proxies in favour of the resolution.

Important instructions for Resolution [n] :If the Chairman of the meeting is your proxy and you have not directed him/her how to vote on Resolution [n], the Chairman will be prevented from casting your votes on Resolution [n]. If the Chairman is your proxy, in order for your votes to be counted on Resolution [n], you must direct your proxy how to vote on Resolution 2.

STEP 2 - Voting directions to your Proxy – please mark to indicate your directions

Ordinary Business For Against Abstain*
Resolution 2 Adoption of Remuneration Report
Resolution 3 To re-elect an executive director- Glenn Molloy
Resolution 4 To re-elect an executive director- Graeme Webb

In addition to the intentions advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business. *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.

STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact Name ……………………………….…… Contact Daytime Telephone ………………………………… Date // 2011

PPK GROUP LIMITED

ABN: 65 003 964 181

POSTAL ADDRESS: PO Box 3006, KIRRAWEE DC NSW 2232

Tel: 61 (2) 9521 8444 ◙ Fax: 61 (2) 9521 4561

20 October 2011

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
  • 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 document.

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, Boardroom Pty Limited, at Level 7, 207 Kent Street, Sydney NSW 2000, by telephone on 1300 737 760, facsimile on 1300 653 459 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:

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