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RENT.COM.AU LIMITED — AGM Information 2006
Feb 22, 2006
65722_rns_2006-02-22_35298ac4-d167-47d3-a80f-e059edaf9f8a.pdf
AGM Information
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ABN 25 062 063 692
Suite 1, 261 Wattletree Rd,
Malvern Victoria 3144 Australia
Telephone +613 8508 8201 Facsimile +613 9576 3055
THIS IS AN IMPORTANT DOCUMENT
AND REQUIRES YOUR ATTENTION
If you are in doubt as to how to deal with it,
please consult your financial or other professional adviser.
NOTICE OF ANNUAL GENERAL MEETING
Incorporating Explanatory Memorandum and Proxy Form
Notice is given that an Annual General Meeting of Select Vaccines Limited will be held at The Macfarlane Burnet Institute for Medical Research and Public Health Limited (Burnet Institute) Board Room, 85 Commercial Road, Melbourne, Victoria 3004,
on Thursday 30th March 2006, at 2.30 pm. Registration opening at 2.15 pm,
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that an Annual General Meeting of the Members of Select Vaccines Limited ("Company") will be held at the Burnet Institute Board Room, 85 Commercial Road, Melbourne, Victoria, 3004, on Thursday 30th March 2006 at 2.30 pm.
BUSINESS OF THE ANNUAL GENERAL MEETING
ORDINARY BUSINESS
1. Financial Statements and Reports
To receive and consider the annual financial report of the Company and of the Economic Entity for the year ended 31 December 2005 and the reports by Directors and Auditors thereon.
To consider, and if thought fit, to pass, with or without amendment, the following ordinary resolutions:
2. Election of Directors
$2.1$ Election of Mr Robin Beaumont
"That Mr Robin Beaumont, a director appointed to fill a casual vacancy and being eligible for election, be elected as a Director of the Company."
$2.2,$ Re-election of Mr Peter Marks
"That Mr Peter Marks, who retires in accordance with the Company's constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company."
3. Approval of Grant of Unquoted Options to Mr Robin Beaumont
"That subject to the approval of Resolutions 2.1, with or without amendment, the Company is hereby authorised to grant to Mr Robin Beaumont, or his nominee, unquoted options to purchase 500,000 ordinary shares of the Company, exercisable at 30 cents per share on or before 31 May 2008."
4. Non-Binding Adoption of Remuneration Report
"That, members hereby adopt the 2005 Remuneration Report as published in the Directors' Report section of the Company's 2005 Annual Report."
GENERAL BUSINESS
5. General Business
To transact any business that may be lawfully brought forward in accordance with the constitution.
BY ORDER OF THE BOARD
Phillip Hains Company Secretary 23rd February 2006 The following Information for Shareholders and Notes set out below and the Explanatory Memorandum which accompanies this Notice of Meeting form part of the Notice of Meeting.
INFORMATION FOR SHAREHOLDERS
NOTES:
$\mathbf{1}$ . Explanatory Memorandum
Further details of the resolutions in this Notice of Annual General Meeting are contained in the Explanatory Memorandum attached to and forming part of this Notice of Annual General Meeting. The Explanatory Memorandum should be read together with, and forms part of this Notice of Annual General Meeting.
$\mathcal{D}$ Record Date
For the purposes of voting at this meeting, the Directors have determined that all shares of the Company that are quoted, or unquoted, securities at 2.30 pm AEST on Tuesday 28th March 2006 are taken to be held by persons who are registered as holding them at that time. The entitlement to vote at the meeting will be determined by reference to that time.
3. Proxies
Shareholders unable to attend the meeting can complete the attached Proxy Form and return it to the Company or to the Company's Share Registry at the address or the facsimile numbers indicated in the Proxy Form no less than 48 hours before the time scheduled for the commencement of the meeting.
$4.$ Voting In Person
Shareholders who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that we may check the shareholding against the Share Register and note attendances.
5. Corporate Representatives
In order to vote in person at the meeting, a corporation that is a shareholder may appoint an individual to act as its representative. The appointment must comply with the requirements of Section 250D of the Corporations Act 2001. The representative should bring to the meeting evidence of their appointment, including any authority under which it is signed.
Voting Exclusion 6.
In accordance with the ASX Listing Rules, Chapter 14, the Company will disregard votes cast: On resolution 3, Approval of Grant of Unquoted Options to Mr Robin Beaumont, by
- A Director of the Company; and
- An associate of a Director of the Company
However, the Company need not disregard a vote if:
It is cast by a person as proxy for a person who is entitled to vote, in accordance with the directors on the proxy form; or
It is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
EXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared for the information of Members of Select Vaccines Limited (the Company) in connection with the business to be conducted at the Annual General Meeting of Members to be held at Burnet Institute Board Room, 85 Commercial Road, Melbourne, Victoria, 3004 on Thursday 30th March 2006 at 2.30 pm.
This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Annual General Meeting.
Resolution 2.1 Election of Mr Robin Beaumont as Director of the Company
Mr Beaumont was appointed Director of the Company to fill a casual vacancy in August 2005. In accordance with the Company's constitution, his appointment is to be confirmed at the first AGM following his appointment.
Mr Beaumont was Managing Director of the Advent venture capital and private equity group until 1998 and represented Advent's interests as a director of five investee companies - Primary Health Care, Benchmark Mutual Hospital Group, The Preston Group, Tower Technology and the Ayers Rock Resort Company. Prior to joining Advent he had more than ten years of strategy consulting experience, preceded by senior management positions in the former Pacific Dunlop group.
Mr Beaumont is a past director of Ruralco Ltd. He is currently Chairman of the Cooperative Research Centre for Diagnostics and agbiotech company Primegro Ltd, and is a director of listed biotechnology companies GroPep Ltd and Evogenix Ltd.
Resolution 2.2 Re-election of Mr Peter Marks as Director of the Company
Mr Marks was appointed Director of the Company in December 2001. In accordance with the Company's Constitution one third of Directors of the Company must retire at each Annual General Meeting of the Company.
Mr Marks retires at the forthcoming Annual General Meeting in accordance with the Constitution and being eligible, has offered himself for re-election.
Mr Marks has extensive experience in the areas of the provision of corporate advice as well as corporate finance and venture capital investment, having specialised in capital raisings for listed and unlisted companies, underwriting and initial public offerings since 1983 in London and Australia.
From 1998 to early 2001, Mr Marks was employed at KPMG Corporate Finance Ltd (Australia) and during this time he became a Director and was responsible for heading up the equity capital markets group in Melbourne. In this role, Mr Marks helped develop the team's capabilities in the equity markets area and was responsible for generating several IPO projects as well as assisting with the funding for a range of private equity transactions.
Mr Marks is currently Executive Chairman of Premier Bionics Ltd and is a director of Peregrine Corporate Limited, MicroFuze International Limited, and Prana Biotechnology Limited.
Resolution 3. Approval of Grant of Unquoted Options to Mr Robin Beaumont
Subject to the approval of Resolution 2.1 with or without amendment the Company is seeking Shareholder approval to grant Mr Robin Beaumont, or his nominee, 500,000 unquoted options to purchase 500,000 shares of the Company, exercisable at $0.30 each. Such options will be exercisable on or before 31 May 2008. The options will be granted under the "2005 ASX Plan" within twelve months from the date of the meeting as per his employment agreement with the Company.
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These Options will rank pari passu with existing unquoted options (ASX Code SLTAP); $a)$
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The intended use of funds raised upon exercise of the options (up to $150,000 before costs) will be $b$ determined at the time in accordance with the investment and operating environment at the time;
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Each Option entitles the holder to one ordinary fully paid Share. $\mathbf{C}$
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The Options are exercisable at anytime prior to 5:00pm Eastern Standard Time on 31 May 2008 (the Expiry d). Date) by completing the Option Exercise Form together with payment for the number of Shares in respect of which the Options are exercised and delivering to the registered office of the Company.
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e) The exercise price of the Options is $0.30 each.
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Subject to the Corporations Act, the Listing Rules and the Constitution of the Company, the Options are $\bigcap$ freely transferable.
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All ordinary fully paid Shares issued upon exercise of Options will rank pari passu in any respect with the $g)$ Company's then issued ordinary fully paid Shares. The Company will apply for Official Quotation by the ASX of all Shares issued upon exercise of Options.
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$\mathbf{h}$ There are no participating rights and entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising their Options. However, the Company will ensure that Option holders will be allowed ten (10) business days notice to convert their Options to Shares to participate in an entitlement issue on the same basis as ordinary Shareholders.
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In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued $\tilde{I}$ capital of the Company prior to the Expiry Date, the number of Options or the exercise price of the Options or both shall be reconstructed in accordance with the Listing Rules applying at the time of the reconstruction.
No cash will be received from the issue of the options. The shares to be issued upon exercise of options issued under the "2005 ASX Plan" will rank pari passu in all respects with the existing listed ordinary shares of the Company. The "2005 ASX Plan" was approved by Members at the Company's AGM held in April 2005, a copy of the plan is available from the ASX, attached to the 2005 Notice of AGM. Eligible persons for the purpose of the Plan means a person who is; an employee of, or a director of, or a consultant to, the Company or any subsidiary of the Company.
Resolution 4. Non-Binding Adoption of Remuneration Report
Pursuant to the Corporations Act 2001 the Annual General Meeting of a listed company must propose a resolution that the Remuneration Report be adopted. Also pursuant to the Corporation Act, the vote on this Resolution is advisory only and does not bind either the Directors or the Company.
The purpose of Resolution 4 is to lay before the Shareholders the Company's Remuneration Report so that Shareholders may ask questions about or make comments on the management of the Company in accordance with the requirements of the Corporations Act 2001 and vote on a non-binding resolution to adopt the Remuneration Report for the year ended 31 December 2005.
Directors' recommendations
All Directors were available to consider the proposed resolutions. As Mr Beaumont will receive a benefit if resolution 3 is passed, he has elected not to make a recommendation to Shareholders in respect of that resolution. Other than stated above, each of the Directors recommends Shareholders vote in favour of all resolutions.
SELECT VACCINES LIMITED ABN 25 062 063 692
Notes: