PREDICTIVE DISCOVERY LIMITED — Proxy Solicitation & Information Statement 2013

Sep 12, 2013

ABN 11 127 171 877 Level 2, 9 Colin Street WEST PERTH WA 6005 PO Box 1710 West Perth WA 6872 p (08) 9216 1000 f (08) 9481 7939

w www.predictivediscovery.com

Predictive Discovery Limited ACN 127 171 877

NOTICE OF EXTRAORDINARY GENERAL MEETING AND EXPLANATORY MEMORANDUM

A PROXY FORM IS ENCLOSED

The Extraordinary General Meeting of Shareholders of Predictive Discovery Limited

will be held at 11am AEST on Friday 18[th] October 2013

at Level 17, 530 Collins Street, Melbourne.

If you are unable to attend the Extraordinary General Meeting of Shareholders you may complete and return the enclosed proxy form or vote online in accordance with the specified directions.

These papers should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional adviser without delay.

9514138/2

ACTION REQUIRED BY SHAREHOLDERS

Step 1: Read the Notice and Explanatory Memorandum

The Explanatory Memorandum sets out details of the Resolutions to be voted on at the Meeting. This information is important. You should read this document carefully and if necessary seek independent advice on any aspects about which you are not certain.

Step 2: Vote on the Resolutions

Your vote is important. The Meeting is scheduled to be held at 11AM AEST on Friday, 18 October 2013 at level 17, 530 Collins Street, Melbourne.

If you cannot attend the Meeting in person and wish to vote on some or all of the Resolutions, you can lodge your completed proxy form by:

• mailing it to Predictive Discovery Limited, at PO Box 1710 West Perth WA 6872;

• emailing it to Ian Hobson (Company Secretary) at ianhobson@bigpond.com;

• by facsimile to (08) 9481 7939; or

• hand delivering it to Predictive Discovery Limited, at Level 2, 9 Colin Street, West Perth WA 6005,

• by 11 am (AEST) on 16 October 2013.

Please refer to the enclosed proxy form for more information about submitting proxy voting instructions.

Questions

If you have any questions about any matter contained in the Notice or the attached Explanatory Memorandum, please contact Ian Hobson (Company Secretary) on +61 8 9388 8290.

9514138/2

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Extraordinary General Meeting of the Shareholders of PREDICTIVE DISCOVERY LIMITED will be held at the following time and place:

Time: 11 am (AEST)

Date: Friday, 18 October 2013 Place: Level 17, 530 Collins Street Melbourne, Victoria 3000

9514138/2

AGENDA

Information on each of the following resolutions is set out in the attached Explanatory Memorandum which forms part of this Notice.

Resolution 1 – Ratification of prior issue of 35,500,000 Shares

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

“That for the purposes of Listing Rule 7.4, and all other purposes, Shareholders ratify and approve the issue by the Company of 35,500,000 Shares to identified professional and sophisticated investors, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Resolution 2 – Issue of 22,389,474 Shares

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

“That for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue by the Company of 22,389,474 Shares to identified professional and sophisticated investors, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Resolution 3 – Issue of Shares to Mr Phillip George Harman

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

“That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue by the Company to Mr Phillip George Harman (or his nominee) of 1,321,053 Shares, on the terms and conditions detailed in the Explanatory Memorandum accompanying this Notice of Meeting.”

Resolution 4 - Issue of Shares to Mr Phil Henty

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

“That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue to Mr Phil Henty (or his nominee) of 3,157,895 Shares, on the terms and conditions detailed in the Explanatory Memorandum accompanying this Notice of Meeting.”

Resolution 5 - Issue of Shares to Mr Paul Roberts

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

“That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue to Mr Paul Roberts (or his nominee) of 526,316 Shares, on the terms and conditions detailed in the Explanatory Memorandum accompanying this Notice of Meeting accompanying this Notice of Meeting.”

9514138/2

Resolution 6 – Issue of Shares to Dr Thomas Whiting

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

“That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue to Dr Thomas Whiting (or his nominee) of 263,158 Shares, on the terms and conditions detailed in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting Exclusion Statements

In accordance with the Listing Rules, the Company will disregard any votes on the respective Resolutions cast by or on behalf of the following persons:

Resolution	Persons excluded from voting
Resolution 1 (Ratification of prior issue of 35,500,000 Shares)	Each person who participated in the issue the subject of Resolution 1 and an associate of thosepersons.
Resolution 2 (Issue of 22,389,474 Shares)	A person who may participate in the proposed issue the subject of Resolution 2 and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if the Resolution is passed, and associates of thosepersons.
Resolution 3 (Issue of Shares to Phillip Harman)	Mr Phillip Harman and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if the Resolution is passed, and associates of Mr PhillipHarman or thosepersons.
Resolution 4 (Issue of Shares to Phil Henty)	Mr Phil Henty and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if the Resolution is passed, and associates of Mr Phil Hentyor thosepersons.
Resolution 5 (Issue of Shares to Paul Roberts)	Mr Paul Roberts and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if the Resolution is passed, and associates of Mr Paul Roberts or thosepersons.
Resolution 6 (Issue of Shares to Dr Thomas Whiting)	Dr Thomas Whiting and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if the Resolution is passed, and associates of Dr Thomas Whitingor thosepersons.

However, the Company need not disregard a vote on any of the Resolutions if it is cast by a person as a proxy for the person who is entitled to vote on that Resolution, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote on that Resolution, in accordance with a direction on the proxy form to vote as the proxy decides.

Explanatory Memorandum

Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice. Terms defined in the Explanatory Memorandum and used in the Notice have the same meaning as in the Explanatory Memorandum.

Determining who holds shares for the purpose of the Meeting

It has been determined that under Corporations Regulation 7.11.37, for the purposes of this Meeting, Shares will be taken to be held by the persons who are the registered holders at 7pm (AEST) on 16 October 2013. Accordingly, share transfers registered after that time will be disregarded in determining

9514138/2

entitlements to attend and vote at the Meeting.

Proxies

Each Shareholder who is entitled to attend and vote has a right to appoint a proxy, and if a Shareholder is entitled to cast two or more votes that Shareholder may appoint 2 proxies. If a Shareholder appoints 2 proxies, the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints two proxies and the appointment does not specify the proportion or number of votes, each proxy may exercise one half of the Shareholder’s votes. A proxy need not be a Shareholder of the Company.

Proxy forms must be received by:

• mailing it to Predictive Discovery Limited, at PO Box 1710 West Perth WA 6872;

• emailing it to Ian Hobson (Company Secretary) at ianhobson@bigpond.com;

• by facsimile to (08) 9481 7939; or

• hand delivering it to Predictive Discovery Limited, at Level 2, 9 Colin Street, West Perth WA 6005,

by no later than 11 am (AEST) on 16 October 2013.

An instrument appointing a proxy must be in writing under the hand of the appointor or of the appointor’s attorney duly authorised in writing or, if the appointer is a body corporate, by a Director jointly with either another Director or company secretary or if the company has only a sole Director by the sole Director, or by the company’s duly authorised attorney.

Corporate Representatives

Any corporate Shareholder wishing to appoint a person to act as its representative at the Meeting may do so by providing that person with:

• a letter or certificate executed in accordance with section 250D of the Corporations Act authorising that person to act as the corporate Shareholder's representative at the Meeting; or

• a copy of the resolution appointing that person as the corporate Shareholder's representative at the Meeting, certified by a secretary or Director of the corporate Shareholder.

Voting by proxies

Shareholders are encouraged to direct their proxy as to how to vote on all resolutions, by marking the appropriate box on the proxy form under the heading ‘Voting on Business of the Meeting’.

Recent changes to the law have impacted on the way proxies vote at company meetings. Broadly, these changes include that:

• if a proxy holder votes, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chairman who must vote the proxies as directed.

The Chairman will vote all undirected proxies in favour of all Resolutions.

9514138/2

Key Dates

Event	Date
Determination of voting eligibility	5pm (AEST) on 16 October 2013
Deadline for lodgement of proxy forms	11 am (AEST) on 16 October 2013
General Meeting	11am (AEST) on 18 October 2013

Dated: 13 September 2013

By Order of the Board

==> picture [97 x 27] intentionally omitted <==

Ian Hobson Company Secretary

9514138/2

EXPLANATORY MEMORANDUM

Introduction

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice.

This Explanatory Memorandum forms part of and should be read in conjunction with the Notice.

The Directors of the Company recommend Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolutions. If you have any questions regarding the matters set out in this Explanatory Memorandum or the preceding Notice, please contact your accountant, solicitor or other professional adviser.

Background

On 5 September 2013, Predictive announced a placement under which it proposed to issue 63,157,895 Shares at an issue price of 1.9 cents each to raise $1.2 million before costs (Placement).

Of the 63,157,895 Shares to be issued under the Placement, 35,500,000 were issued on 10 September 2013 to raise $674,500 before costs. Resolution 1 seeks the ratification of the issue of the Shares under that tranche, under the Company’s capacity under Listing Rule 7.1 and 7.1A.

The remaining 27,657,895 Shares are intended to be issued subject to shareholders approving resolutions 2 to 6 in the relevant tranches specified in those resolutions to raise to raise $ 525,500 before costs.

The relevant tranches of the Placement will be made to identified professional and sophisticated investors (as set out in more detail below) or directors or a former director of the Company.

Funds raised by the Placement will be used for two main purposes:

• diamond drilling to test extensions to the known Bongou gold mineralisation; and

• RAB or air core drilling to test for more Bongou-style gold mineralisation along strike from Bongou itself.

As detailed in the Company’s announcement of 5 September 2013, the diamond drilling program will commenced at the end of the rainy season, probably in late October. The RAB/aircore program will start in the March 2014 Quarter after crops have been cleared and the wet ground in the target areas have dried out. Low cost, reconnaissance exploration programs will also commence on the Company’s two, newly granted Cote D’Ivoire permits. Funds may also be applied to general working capital and overheads.

Resolutions 1 – Ratification of prior issue of 35,500,000 Shares

Shareholder approval of prior issue of 35,500,000 Shares

In summary

• Listing Rule 7.1 provides that a company must not, subject to certain exceptions, issue or agree to issue more equity securities in any 12 month period than the amount which is equal to 15% of its fully paid ordinary securities on issue at the start of that 12 month period ( 15% share issue capacity ); and

• Listing Rule 7.1A provides that certain eligible companies may seek shareholder approval at its AGM

9514138/2

to issue up to a further 10% of its fully paid ordinary securities on issue at the start of the 12 month period commencing on the date of the AGM ( 10% share issue capacity ). The Company is an eligible company and sought and received shareholder approval to the 10% share issue capacity at its AGM on 26 November 2012. The shareholder approval is valid until the earlier of 12 months from the date of the AGM (that is, until 26 November 2013) or, if the Company undertakes a significant transaction requiring shareholder approval under Listing Rule 11.1.2 or 11.2, the date shareholders approve that transaction.

Listing Rule 7.4 provides that an issue of securities made without approval under Listing Rule 7.1 or 7.1A will be treated as having been made with shareholder approval for the purposes of those Listing Rules if shareholders subsequently ratify it and the issue did not breach Listing Rule 7.1.

13,194,564 of the 35,500,000 Shares that have already been issued were issued under the 15% share issue capacity, while the remaining 22,305,436 Shares were issue under the 10% share issue capacity.

However, without Shareholder approval pursuant to Listing Rule 7.4, the relevant issues will be counted towards the Company's 15% share issue capacity and 10% share issue capacity respectively and will therefore reduce the Company’s capacity to issue Shares in the future without obtaining Shareholder approval.

Accordingly, approval is sought from Shareholders to allow the Company to refresh its 15% share issue capacity and 10% share issue capacity and maximise its ability to issue further Shares up to the 15% share issue capacity and separate further 10% share issue capacity limit without obtaining Shareholder approval.

Specific disclosure required in accordance with Listing Rule 7.5

Listing Rule 7.5 requires the following information to be provided to Shareholders :

Number of Shares	35,500,000 Shares.
issued
Issue price of each	$0.019.
Share
Terms of the issue	The Shares are fully paid ordinary shares and are on the same terms
	as existing fully paid ordinary shares in the Company.
Allottees	The allottees are each professional and sophisticated investors who
	are not related parties of the Company and who do not require a
	disclosure document to be issued in respect of the issue of Shares,
	including those who are clients of stock brokers and existing
	shareholders.
Use or intended use of the funds raised	Funds raised by the Placement will be used for two main purposes: - diamond drilling to test extensions to the known Bongou gold mineralisation; - RAB or air core drilling to test for more Bongou-style gold
	mineralisation along strike from Bongou itself.
	For further detail,see the “Background” above.

Voting Exclusion

A voting exclusion statement for the Resolution is in the Notice.

9514138/2

Directors’ Recommendation

The Directors recommend Shareholders vote in favour of Resolution 1.

Resolution 2 - Issue of 22,389,474 Shares

As noted in the Background above, the issue of 27,657,895 Shares forming part of the Placement is subject to shareholders approving resolutions 2 to 6 in the relevant tranches specified in those resolutions to raise to raise $525,500 before costs.

This resolution 2 relates to 22,389,474 of those Shares, some of which will be issued to investors who have already been issued Shares under the Placement and which are the subject of Resolution 1.

Requirement to obtain approval - Listing Rule 7.1

In order to preserve the Company’s ability to issue equity securities within the 15% share issue capacity under Listing Rule 7.1, the Company seeks advance Shareholder approval under Listing Rule 7.1 for the issue of the Shares. In the absence of such approval, the issue of the Shares can still occur subject to capacity under the Listing Rules.

Specific disclosure required in accordance with Listing Rule 7.3

Listing Rule 7.3 requires the following information to be provided to Shareholders :

Maximum number	22,389,474 Shares.
of Shares to be
issued
Issue price of each	$0.019.
Share
Proposed	The allottees are each professional and sophisticated investors who
Allottees	are not related parties of the Company and who do not require a
	disclosure document to be issued in respect of the issue of Shares,
	including those who are clients of stock brokers and existing
	shareholders.
Terms of the issue	The Shares are fully paid ordinary shares and are on the same terms
	as existing fully paid ordinary shares in the Company.
Use or intended use of the funds raised	Funds raised by the Placement will be used for two main purposes: - diamond drilling to test extensions to the known Bongou gold mineralisation; and - RAB or air core drilling to test for more Bongou-style gold
	mineralisation along strike from Bongou itself.
	For further detail,see the “Background” above.
Date of issue	It is anticipated that the Company will issue and allot the Shares on
	one date on or around 21 October 2013, but in any event within
	three months of the date of receipt of the Shareholder approval (or
	such later date as permitted by ASX waiver or modification of the
	Listing Rules).

9514138/2

Voting Exclusion

A voting exclusion statement for the Resolution is in the Notice.

Directors’ Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 2.

Resolutions 3 to 6 – Issue of Shares to Directors

As noted in the Background above, as part of the Placement the Company proposes to issue a total of 5,268,421 Shares to Mr Phillip Harman, Mr Phil Henty, Mr Paul Roberts and Dr Thomas Whiting ( Director Shares ). Each of Mr Phillip Harman, Mr Phil Henty and Mr Paul Roberts are directors of the Company and Dr Thomas Whiting was a director of the Company in the 6 months prior, having resigned on 21 May 2013.

Accordingly, each tranche of Director Shares is subject to shareholder approval and will be at the same issue price as the other shares forming part of the Placement (that is, an issue price of $0.019 per Share) to raise a total of $100,100 before costs.

Resolutions 3, 4, 5 and 6 seek separate Shareholder approval for the grant of the Director Shares to the relevant Directors (or former director).

Requirement to obtain Shareholder approval

Listing Rule 10.11 requires the Company to obtain Shareholder approval in order to grant Shares to a Director (or a person who was a director of the Company in the 6 months prior). Approval under Listing Rule 7.1 is not required in order to issue the Director Shares as approval is being sought under Listing Rule 10.11.

Specific disclosure required in accordance with Listing Rule 10.13

Listing Rule 10.13 requires the following information to be provided to Shareholders in respect of Resolutions 3 to 6 :

Name of Director, number of Shares to be issued to each of them and amount raised before costs	Mr Phillip Harman 1,321,053 Shares $25,100
	Mr Phil Henty 3,157,895Shares $60,000
	Mr Paul Roberts 526,316 Shares $10,000
	Dr Thomas Whiting 263,518Shares $5,000
Issue price of each Share	$0.019
Terms of the issue	The Shares are fully paid ordinary shares and are on the same terms as existing fully paid ordinary shares in the Company.
Use or intended use of the funds raised	Funds raised by the Placement will be used for two main purposes: - diamond drilling to test extensions to the known Bongou gold mineralisation; and - RAB or air core drilling to test for more Bongou-style gold mineralisation along strike from Bongou itself.

For further detail, see the “Background” above.

9514138/2

Date of issue

It is anticipated that the Company will issue and allot the Shares on one date on or around 21 October 2013, but in any event within one month of the date of receipt of the Shareholder approval (or such later date as permitted by ASX waiver or modification of the Listing Rules).

Voting Exclusions

Voting exclusion statements for each of the Resolution are in the Notice.

Directors’ recommendations

• (a) Each Director abstains from providing a recommendation in respect of the resolution which proposes an issue of Director Shares to him. This is because of the potential for there to be a perceived interest that he may have in the outcome of that resolution.

• (b) Each remaining Director recommends shareholders approve the issue of Director Shares to the named Director and all Directors recommend shareholders approve the issue of the relevant Director Shares to Dr Thomas Whiting.

Additional Information

Shareholders should contact the Company Secretary on +61 8 9388 8290 if they have any queries.

9514138/2

GLOSSARY

$ means Australian dollars, unless otherwise stated.

ASX means ASX Limited.

Board means the Company’s Board of Directors.

Company means Predictive Discovery Limited (ACN 127 171 877).

Corporations Act means the Corporations Act 2001 (Cth) .

Director means a director of the Company from time to time.

Explanatory Memorandum means this Explanatory Memorandum attached to the Notice of Meeting.

Extraordinary General Meeting or Meeting means the general meeting convened by the Notice. Listing Rules means the Official Listing Rules of ASX.

Notice , Notice of Meeting or Notice of Extraordinary General Meeting means the notice of meeting which forms part of this Explanatory Memorandum.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires. Shareholder means a holder of Shares.

Share means a fully paid ordinary share in the Company.

9514138/2

PROXY FORM

APPOINTMENT OF PROXY PREDICTIVE DISCOVERY LIMITED ACN 127 171 877

NAME:………………………………………………………………………………………………………………………………..

ADDRESS:………………………………………………………………………....................................................

EXTRAORDINARY GENERAL MEETING

I/We being a member(s) of Predictive Discovery Limited (Company) and entitled to attend and vote at the Extraordinary General Meeting of the Company to be held at 11am (AEST), on 18 October 2013 at level 17, 530 Collins Street, Melbourne, hereby appoint:

the Chairman OR if you are NOT appointing the Chairman of the Meeting of the as your proxy, please write the name of the person or Meeting body corporate you are appointing as your proxy (do not (mark box) insert your own name). I/we appoint the Chairman of the Meeting as an alternate proxy to the person named.

If no person/body corporate is named, the Chairman of the Meeting is appointed as my/our proxy and to vote for me/us on my/our behalf at the Meeting and at any adjournment or postponement of the meeting.

The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

Voting on Business of the Meeting Resolution 1 – Ratification of prior issue of 35,500,000 Shares Resolution 2 – Issue of 22,389,474 Shares Resolution 3 – Issue of Shares to Mr Phillip Harman Resolution 4 – Issue of Shares to Mr Phillip Henty Resolution 5 – Issue of Shares to Mr Paul Roberts Resolution 6 – Issue of Shares to Dr Thomas Whiting

FOR AGAINST ABSTAIN

Please note : If you mark the abstain box for the Resolution, you are directing your proxy not to vote on the Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is Signature of Member(s) Date: _____ Individual or Member 1 Member 2 Sole Director/Company Secretary Director	% _____ Member 3
	Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

9514138/2

Predictive Discovery Limited ACN 127 171 877

Instructions for Completing ‘Appointment of Proxy’ Form

1. ( Appointing a Proxy ): A member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. If a member appoints only one proxy, that proxy may vote on a show of hands. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

2. ( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. If a box is not marked the proxy may vote as they choose. If more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing Instructions ):

4. ( Individual ): Where the holding is in one name, the member must sign.

5. ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.

6. ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

7. ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

8. ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Meeting in person, then:

9. the proxy’s authority to speak for that member is suspended while the member is present at the Meeting; and

10. the proxy’s authority to vote for the member on any resolution is not suspended while the member is present but is revoked by the member voting in person on that resolution.

11. ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

12. mailing it to Predictive Discovery Limited, at PO Box 1710 West Perth WA 6872;

13. emailing it to Ian Hobson (Company Secretary), at ianhobson@bigpond.com;

14. by facsimile to (08) 9481 7939; or

15. hand delivering it to Predictive Discovery Limited, at Level 2, 9 Colin Street, West Perth, WA 6005.

16. so that it is received not later than 11am (AEST) on 16 October 2013.

Proxy forms received later than this time will be invalid.

9514138/2