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RENT.COM.AU LIMITED — AGM Information 2009
May 11, 2009
65722_rns_2009-05-11_2c1330d1-c83a-43e7-956e-4eec82ab5fc0.pdf
AGM Information
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ABN 25 062 063 692
McLean Delmo Level 4, 302-320 Burwood Road Hawthorn, Vic 3122
Telephone +613 9529 8788 Facsimile +613 9529 2622
www.selectvaccines.com.au
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) The Boardroom,
85 Commercial Road, Melbourne, Victoria 3004,
on 28 May 2009 at Noon Registration opening at 11.00 a.m
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SELECT VACCINES LIMITED ABN 25 062 063 692
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 Boardroom, 85 Commercial Road, Melbourne, Victoria, 3004, on 28th March 2009 at 12 Noon.
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 2008 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 Re-Election of Mr Shane Allan
“That Mr Shane Allan, who retires at the forthcoming Annual General Meeting in accordance with the Company’s Constitution and, being eligible, has offered himself for re-election as a Director of the Company.”
2.2 Re- Election of Mr George Weber
“That Mr George Weber, 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. Non-Binding Adoption of Remuneration Report
“That, members hereby adopt the 2008 Remuneration Report as published in the Directors’ Report section of the Company’s 2008 Annual Report.”
GENERAL BUSINESS
4. General Business
To transact any business that may be lawfully brought forward in accordance with the constitution.
BY ORDER OF THE BOARD
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Richard Wadley
Company Secretary April 28, 2009
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SELECT VACCINES LIMITED
ABN 25 062 063 692
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.
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SELECT VACCINES LIMITED ABN 25 062 063 692
INFORMATION FOR SHAREHOLDERS
NOTES:
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.
2. 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 Noon AEST on Tuesday 26th May 2009 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 shareholdings 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.
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SELECT VACCINES LIMITED ABN 25 062 063 692
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 Boardroom, 85 Commercial Road, Melbourne, Victoria, 3004 on 28[th] May 2009 at noon.
This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Annual General Meeting.
Resolution 2.1 - Re-election of Mr Shane Allan as a Director of the Company
Qualifications: BCom, MBA.
Mr Allan was appointed as a Director of the Company in February 2007. 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 Allan retires at the forthcoming Annual General Meeting in accordance with the Constitution and being eligible, has offered himself for re-election.
Mr Allan (aged 59) has extensive experience in capital markets and financial management. He has served previously as CEO of Powertel Limited, and Chairman of SelecTV Broadcasting Limited. He was Director of Finance and Director of Corporate Services at Telstra as well as Finance Director of Davids Limited, Computer Power Group Limited and Repco Corporation Limited.
Mr Allan is Chairman and Non Executive Director of Zing Mobile Group Limited.
Resolution 2.2 – Election of Mr George Weber
Qualifications: Associate of Arts Degree, University of Minnesota Non Executive Director appointed 11 May 2004
Mr. Weber has a strong background in the commercialisation of life sciences. Originally from the United States, Mr. Weber worked with Eli Lilly and Johnson & Johnson in a variety of sales and management functions that included responsibility for the marketing and sales of pharmaceutical, instrumentation, implant and diagnostic products. The latter included responsibility for Hepatitis C tests marketed by Ortho Diagnostics (a division of Johnson & Johnson) in conjunction with Chiron Inc.
Since the early 1990’s Mr. Weber has run his own medical marketing consultancy. Clients have included ResMed Ltd, Universal Biosensors Pty Ltd and Chiron Inc. In July 2003, Mr. Weber was appointed Managing Director of Chiron Vaccines Australia. Since its takeover by Novartis, George remains as an advisor to Novartis Vaccines and Diagnostics Pty Ltd (Australia).
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SELECT VACCINES LIMITED
ABN 25 062 063 692
Resolution 3. 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 Remuneration Report is included in the Annual Report distributed to Shareholders and the Financial Statements are to be laid before the meeting. Shareholders will be given the opportunity to ask questions about or make comments on the Remuneration Report at the meeting.
Directors’ recommendations
Each of the Directors recommends Shareholders vote in favour of all resolutions.
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SELECT VACCINES LIMITED ABN 25 062 063 692
PROXY FORM
Shareholder’s Name
Please write you name(s) above
Appointment of Proxy
I/We appoint as proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy or Chairman sees fit) at the Annual General Meeting (Meeting) of the Company to be held at Burnet Institute Boardroom, 85 Commercial Road, Melbourne, Victoria, 3004 on 28[th] May 2009 at noon (and at any adjournment thereof).
If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on the items below, please mark this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of any of these items and that votes cast by him, other than as proxy holder, would 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 these items and your votes will not be counted in computing the required majority if a poll is called on these items. The Chairman of the Meeting intends to vote undirected proxies he is entitled to cast in favour of these items.
| Or | the Chairman of the meeting | |
|---|---|---|
| e meeting's Chairman) | ||
| For | Against |
Abstain |
| Name | of person you are appointing (if not the | meeting's Chairman) | meeting's Chairman) |
|---|---|---|---|
| For | Against | ||
| 2.1 | Election of Mr. Shane Allan | ||
| 2.2 | Election of Mr George Weber | ||
| 3 | Adoption of Remuneration Report |
- 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.
Appointing a Second Proxy
| Appointing a Second Proxy | Appointing a Second Proxy | Appointing a Second Proxy | Appointing a Second Proxy |
|---|---|---|---|
| Or | % | ||
| The number of shares applicable to this proxy form Contact Telephone Number |
The percentage of your voting rights |
||
| Area Code Telephone Number |
Signature(s)
| Shareholder 1 Director |
Shareholder 2 Director/Secretary |
Shareholder 3 |
|---|---|---|
| Sole Director and Secretary |
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SELECT VACCINES LIMITED
ABN 25 062 063 692
Proxies may be lodged by fax on (03) 9529 2622, mail to or delivery to the registered office of the Company at McLean Delmo, Level 4, 302-320 Burwood Road, Hawthorn, Victoria, 3122. To be valid, a proxy form must and any applicable power of attorney (if not previously noted by the Company) be received by the registered office of the Company not less than 48 hours before the time appointed for the Annual General Meeting. For assistance in completing this form, please refer to the accompanying Company Seal (if required) instructions.
INSTRUCTIONS FOR COMPLETION OF THE PROXY FORM
Shareholder’s Name
This is the name of the shareholder as it appears on the Company’s share register. For the purposes of this Meeting, shares will be taken to be held by those persons who are registered as holding them at 5.00pm AEST on Tuesday 26[th] May 2009.
Appointment of Proxy
A shareholder entitled to attend and vote at the Meeting is entitled to appoint not more than two other persons (whether shareholders or not) as proxy or proxies to attend in the shareholder’s place at the Meeting. The proxy has the same right as the shareholder to speak and vote at the Meeting. If you leave this section blank, the Chairman of the meeting will be your proxy to vote your shares even if you attend the meeting (unless you revoke your proxy before the meeting).
Vote on Resolutions
You may direct your proxy how to vote by placing a mark in one of the boxes opposite the resolution/s you wish to direct your proxy to vote on. If you do so, all your shares will be voted in accordance with your direction. You can split your vote on any resolution/s by inserting the number/s of shares you wish to vote in the appropriate box/es. Please ensure you clearly mark the box in black or blue ink by placing a mark or the number of shares you are voting.
Appointing a Second Proxy
If a shareholder appoints two proxies, unless each proxy is appointed to represent a specified proportion of the shareholder’s voting rights, each proxy may exercise half the votes of the appointor.
Contact Telephone
This will help us if there are any problems with your proxy form.
Signature(s)
Each shareholder must sign this form. If your shares are held in joint names, all shareholders must sign in the boxes. If you are signing as an Attorney, then the Power of Attorney must have been noted by the Company or be duly stamped and accompany this form. Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided which state the office held by the signatory.
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