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QUESTE COMMUNICATIONS LIMITED — AGM Information 2014
Oct 22, 2014
65653_rns_2014-10-22_1dcec7ab-41a8-484a-b82a-6e069d8f3e32.pdf
AGM Information
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22 October 2014
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Dear Shareholders,
25 NOVEMBER 2014 AGM AND 28 NOVEMBER 2014 EGM
You will have received the following documents in this mail-out to shareholders:
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(1) A Notice of Annual General Meeting ( AGM ) and personalised Proxy Form for the Company’s AGM convened for 4.30 pm (Perth time) on Thursday, 27 November 2014 ( AGM Notice ); and
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(2) Another Notice of General Meeting and a grey coloured personalised Proxy Form for a general meeting ( EGM ) convened for 4:30 pm (Perth time) on Friday, 28 November 2014 ( EGM Notice )
The AGM Notice and EGM Notice relates to separate meetings of shareholders.
| The AGM Notice contains 3 resolutions, as follows: | The EGM Notice contains 2 resolutions, as follows: |
|---|---|
| (1)Re-Election of Victor Ho as Director(2)Adoption of Remuneration Report(3)To Hold a Board Re-election Meeting | (1)Re-Election of Yaqoob Khan as Director(2)Re-Election of Victor Ho as Director |
Resolution 3 will only be put to a vote at the AGM if 25% or more “Against” votes are cast on Resolution 2 (for the Adoption of the 2014 Remuneration Report).
This will constitute a "second strike" under the so-called "two-strikes" rule. That is, if at least 25% of the votes cast on the adoption of the remuneration report at two consecutive AGMs are against adopting the remuneration report, shareholders will have the opportunity to immediately vote on a "Board spill resolution" at the second AGM. Resolution 3 of the AGM Notice is the "Board spill resolution" in this regard.
If Resolution 3 is passed at the AGM, a further meeting of shareholders is required to be held within 90 days to re-elect Directors (except the Managing Director) in office at the time when the Board approved the 2014 Remuneration Report.
The EGM convened on Friday, 28 November 2014 is this further meeting required to be convened within 90 days of the AGM if shareholders have approved Resolution 3 at the AGM.
If shareholders have not approved Resolution 3 at the AGM, the EGM will be cancelled and will not proceed.
The Company will lodge a market announcement on ASX advising of the results of voting on the resolutions considered at the AGM as soon as practicable after that meeting. An announcement will also be lodged on ASX advising if the has been cancelled.
Even though the EGM is contingent upon Resolution 3 at the AGM being passed, shareholders should still complete the Proxy Form for the EGM to record their contingent vote on the resolutions at the EGM.
The Proxy Form for the EGM is coloured grey to differentiate it from the white coloured Proxy Form for the AGM.
Proxy Forms for the AGM must be received by 4:30 pm (Perth time) on Tuesday, 25 November 2014 (48 hours before the commencement of the AGM).
Proxy Forms for the EGM must be received by 4:30 pm (Perth time) on Wednesday, 26 November 2014 (48 hours before the commencement of the EGM).
Yours Sincerely,
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IF YOU HAVE ANY QUESTIONS Please contact the Company Secretary by Telephone on (08) 9214 9777 or by Email to [email protected]
Farooq Khan Chairman
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QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
Level 2, 23 Ventnor Avenue, West Perth, Western Australia 6005 T | (08) 9214 9777 F | (08) 9214 9701
ASX Code: QUE