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RENT.COM.AU LIMITED — AGM Information 2011
Apr 14, 2011
65722_rns_2011-04-14_d26235d1-0e02-404e-8c06-a7aa13e5d219.pdf
AGM Information
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ABN 25 062 063 692
NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting of the Company will be held at 945 Wellington Street, West Perth, WA, 6005 on Friday 20 May 2011 at 11.00am (WST).
This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.
Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on (08) 9322 7600
SELECT VACCINES LIMITED
ABN 25 062 063 692
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of shareholders of Select Vaccines Limited (the "Company") will be held at 945 Wellington Street, West Perth, WA, 6005 on Friday 20 May 2011 at 11.00am (WST) ("Meeting").
The Explanatory Memorandum to this Notice of Annual General Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form are part of this Notice of Annual General Meeting.
The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders of the Company on Thursday 19 May 2011 at 5.00pm (WST).
Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1 of the Explanatory Memorandum.
AGENDA
Annual Report $\mathbf 1$ .
To table and consider the Annual Report of the Company and its controlled entities for the year ended 31 December 2010, which includes the financial report and Directors' Report in relation to that financial year and the auditor's report on the financial report.
$2.$ Resolution 1 - Remuneration Report
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
"That the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum."
Resolution 2 - Re-election of Director - Mr Ian Macliver $\overline{\mathbf{3}}$
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
"That Mr Ian Macliver who retires in accordance with Article 19.4(b) of the Constitution and, being eligible, be re-elected as a Director."
Resolution 3 - Re-election of Director - Ms Cherie Leeden $\boldsymbol{A}$ .
To consider, and if thought fit, to pass the following resolution as an ordinary resolution: "That Ms Cherie Leeden who retires in accordance with Article 19.4(b) of the Constitution and, being eligible, be re-elected as a Director."
Resolution 4 - Re-election of Director - Mr Gary Seabrooke 5.
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
"That Ms Gary Seabrooke who retires in accordance with Article 19.4(b) of the Constitution and, being eligible, be re-elected as a Director."
Resolution 5 - Re-election of Director - Mr Mark Titchener 6.
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
"That Ms Mark Titchener who retires in accordance with Article 19.4(b) of the Constitution and, being eligible, be re-elected as a Director."
Resolution 6 - Change of Auditor $\mathbf{4}$
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
"That, subject to the resignation of the current auditor of the Company, for the purposes of Section 327B of the Corporations Act, BDO Audit (WA) Pty Ltd, having consented to act as the Company's auditor, be appointed as auditor of the Company with effect from the passing of this Resolution."
BY ORDER OF THE BOARD
Phil Warren Company Secretary Dated: 8 April 2011
SELECT VACCINES LIMITED
ABN 25 062 063 692
EXPLANATORY MEMORANDUM
Introduction $\mathbf 1$
This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at 945 Wellington Street, West Perth, WA, 6005 on Friday 20 May 2011 at 11.00am (WST).
This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.
This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:
| Section 1: | Introduction |
|---|---|
| Section 2. | Action to be taken by Shareholders |
| Section 3: | Annual Report |
| Section 4: | Resolution 1 - Remuneration Report |
| Section 5: | Resolution 2 - Re-election of Director - Mr Ian Macliver |
| Section 6: | Resolution 3 - Re-election of Director - Ms Cherie Leeden |
| Section 7: | Resolution 4 - Re-election of Director - Mr Gary Seabrooke |
| Section 8: | Resolution 5 - Re-election of Director - Mr Mark Titchener |
| Section 9: | Resolution 6 – Change of Auditor |
| Schedule 1: | Definitions |
| Schedule 2: | Nomination of Auditor |
A Proxy Form is located at the end of the Explanatory Memorandum.
Action to be taken by Shareholders $2.$
Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.
A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a "proxy") to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.
Annual Report 3.
There is no requirement for Shareholders to approve the Annual Report.
Shareholders will be offered the following opportunities:
- (a) discuss the Annual Report for the financial year ended 31 December 2010 which can be accessed online at http://www.selectvaccines.com.au and clicking on the direct link to the Annual Report:
- (b) ask questions or make comment on the management of the Company; and
- (c) ask the auditor questions about the conduct of the audit and the preparation and content of the auditor's report.
In addition to taking questions at the meeting, written questions to the Chairman about the management of the Company, or to the Company's auditor about:
- (a) the preparation and content of the auditor's report;
- (b) the conduct of the audit;
- (c) accounting policies adopted by the Company in relation to the preparation of the financial statements: and
- (d) the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than 5 business days before the meeting to the Company Secretary at the Company's registered office.
Resolution 1 - Remuneration Report $\mathbf 4$
Pursuant to section 250R(2) of the Corporations Act, the Company is required to put the Remuneration Report to the vote of Shareholders. The Directors' Report contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive and non-executive directors.
Section 250R(3) of the Corporations Act provides that Resolution 1 is advisory only and does not bind the Directors of the Company of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report, however the Board will take the outcome of the vote into consideration when considering the remuneration policy.
The Chair of the Meeting will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Policy.
Resolution 2 - Re-election of Director - Mr Ian Macliver 5.
Mr Macliver was appointed as a Director of the Company on 14 September 2010 in accordance with Article 19.4(a) of the Constitution.
Article 19.4(a) allows at any time the appointment by the Directors of a person to be a Director to fill a casual vacancy, but so that the total number of Directors does not at any time exceed the maximum number specified by the Articles. Any director so appointed holds office until the next annual general meeting of members of the Company and is then eligible for re-election at that meeting.
In accordance with Article 19.4(b), Mr Macliver has retired from office and, being eligible for re-election, submits himself for re-election as a Director of the Company.
Mr Macliver is managing director of corporate advisory firm Grange Consulting Group Pty Ltd (Grange) and is also the executive chairman of Max Capital, the securities arm of
÷,
Grange. Prior to establishing change, in machiner here general manager or cooo, oo. director positions over nine years for various listed and corporate advisory companies. His experience covers all areas of corporate activity including capital raisings, acquisitions, divestments, takeovers, business and strategic planning, debt and equity reconstructions, operating projects and financial reviews and valuations. Mr Macliver is currently a director and/or chairman of a number of ASX listed companies including Mount Gibson Iron Ltd, Stratatel Ltd, Port Bouvard Ltd and Otto Energy Ltd
The Board unanimously supports the re-election of Mr Macliver.
Resolution 3 - Re-election of Director - Ms Cherie 6. Leeden
Ms Leeden was appointed as a Director of the Company on 6 January 2011 in accordance with Article 19.4(a) of the Constitution.
Article 19.4(a) allows at any time the appointment by the Directors of a person to be a Director to fill a casual vacancy, but so that the total number of Directors does not at any time exceed the maximum number specified by the Articles. Any director so appointed holds office until the next annual general meeting of members of the Company and is then eligible for re-election at that meeting.
In accordance with Article 19.4(b), Ms Leeden has retired from office and, being eligible for re-election, submits herself for re-election as a Director of the Company.
Ms Leeden is a member of the Australian Institute of Geoscientists. Ms Leeden has been involved in mining and exploration for the past ten years with her primary experience relating to coal and iron projects. Ms Leeden is presently Exploration Manager for Advaita Power Resources Pte Ltd (Advaita). Prior to joining Advaita she was Exploration Manager for ASX listed Strike Resources Limited.
The Board unanimously supports the re-election of Ms Leeden.
Resolution 4 - Re-election of Director - Mr Gary 7. Seabrooke
Mr Seabrooke was appointed as a Director of the Company on 6 January 2011 in accordance with Article 19.4(a) of the Constitution.
Article 19.4(a) allows at any time the appointment by the Directors of a person to be a Director to fill a casual vacancy, but so that the total number of Directors does not at any time exceed the maximum number specified by the Articles. Any director so appointed holds office until the next annual general meeting of members of the Company and is then eligible for re-election at that meeting.
In accordance with Article 19.4(b), Mr Seabrooke has retired from office and, being eligible for re-election, submits himself for re-election as a Director of the Company.
Mr Seabrooke has been involved in the ownership and management of contract drilling companies in Australia and Africa during the last 25 years.
Mr Seabrooke has been involved in the exploration industry in both Australia and various African countries for the last 15 years in Gold, Base Metals and Coal exploration. Over the last five (5) years Mr Seabrooke has been involved in over 400,000 meters of contract exploration and Resource Definition drilling in Mozambique. Mr Seabrooke was involved with the acquisition and early development of the Riversdale Mining Ltd Coal discoveries in Tete, Mozambique.
The Board unanimously supports the re-election of Mr Seabrooke.
Resolution 5 - Re-election of Director - Mr Mark 8. Titchener
Mr Titchener was appointed as a Director of the Company on 14 September 2010 in accordance with Article 19.4(a) of the Constitution.
Article 19.4(a) allows at any time the appointment by the Directors of a person to be a Director to fill a casual vacancy, but so that the total number of Directors does not at any time exceed the maximum number specified by the Articles. Any director so appointed holds office until the next annual general meeting of members of the Company and is then eligible for re-election at that meeting.
In accordance with Article 19.4(b), Mr Titchener has retired from office and, being eligible for re-election, submits himself for re-election as a Director of the Company.
Mr Titchener is a sophisticated investor specialising in investment strategies for early stage resource projects. Over the past 10 years he has participated in and advised on a significant number of listed and unlisted corporate transactions including capital raisings, reverse takeovers, restructures, seed investments and IPOs. Mr Titchener sits on a number of unlisted resource project boards as both a director and significant shareholder.
The Board unanimously supports the re-election of Mr Titchener.
Resolution 6 - Change of Auditor 9.
Following the relocation of the Company's principal and registered office from Melbourne to Perth, a Shareholder of the Company has nominated BDO Audit (WA) Pty Ltd (BDO) (an audit firm located in Perth) to be the Company's auditor by providing the Company with a written notice of nomination (see Schedule 2 to this Explanatory Memorandum). It is therefore proposed that BDO be appointed as the new auditor of the Company.
The Directors understand that the Company's current auditor, MDHC Audit Assurance Pty Ltd (MDHC), will give notice to ASIC of their intention to resign as auditor of the Company (under section 329(5) of the Corporations Act) and upon receipt of the consent of ASIC, will resign as auditor of the Company.
Subject to ASIC consenting to the resignation of MDHC, it is proposed that the Company by this Resolution 6 appoint BDO as auditor of the Company with effect from the passing of this Resolution.
In this Explanatory Memorandum and Notice of Annual General Meeting:
Annual Report means the Directors' Report, the Company's financial report, and auditor's report thereon, in respect to the period ended 31 December 2010.
Article means an article of the Constitution.
ASIC means Australian Securities and Investments Commission.
ASX means ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.
Board means Directors of the Company.
Chair means the person appointed to chair the annual general meeting of the Company convened by this Notice.
Company or Select Vaccines means Select Vaccines Limited ABN 25 062 063 692.
Constitution means the Constitution of the Company as at the date of the Annual General Meeting.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company.
Directors' Report means the annual Directors' Report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities.
Explanatory Memorandum means the explanatory memorandum to the Notice.
Meeting has the meaning given in the introductory paragraph of the Notice.
Notice means this Notice of Annual General Meeting.
Proxy Form means the proxy form attached to the Notice.
Remuneration Report means the remuneration report contained in the Directors' Report.
Resolution means a resolution referred to in this Notice.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a shareholder of the Company.
WST means Western Standard Time, being the time in Perth, Western Australia.
In this Notice, words importing the singular include the plural and vice versa.
Schedule 2 - Nomination of Auditor
Mr Jeremy King 8 St Leonards Avenue WEST LEEDERVILLE, WA, 6007
8 April 2011
The Directors Select Vaccines Limited 945 Wellington Street West Perth, WA, 6005
Dear Sirs
NOMINATION OF AUDITOR
For the purposes of section 328B(1) of the Corporations Act 2001, and being a member of Select Vaccines Limited (Company), I hereby nominate BDO Audit (WA) Pty Ltd of 38 Station Street, Subiaco, Western Australia, for appointment as auditor of the Company at the Company's next Annual General Meeting.
Yours faithfully
Jeremy King
| 15-04-'11 16:12 FROM- | $T - 686$ | P0010/0011 F-455 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR. | PROXY FORM | ||||||||||
| REGISTERED OFFICE:945 Wellington StreetWEST PERTH WA 6005 | SELECT VACCINES LIMITED | ABN 25 062 063 692 | Security Transfer Registrars Pty LtdAll Correspondence to:APPLECROSS WA 6953 AUSTRALIA770 Canning Highway,APPLECROSS WA 6153 AUSTRALIAT: +61 8 9315 2333 F: +61 8 9315 2233E: [email protected]W: www.securitytransfer.com.au | SHARE REGISTRY:PO BOX 535. | |||||||
| Holder Number: | Code: | SLT | |||||||||
| I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint: | 3 O ION WIDE Million GROVES. | ||||||||||
| OR | |||||||||||
| (mark with an "X")Resolution | or failing the person named, or if no person is named, the Chairperson of the Meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote inaccordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 945Wellington Street, West Perth, WA, 6005 on Friday 20 May 2011 at 11.00am (WST) and at any adjournment of that meeting.Please mark "X" in the box to indicate your voting directions to your Proxy. | (if this person is someone other than the Chairperson of the meeting).For | Against Abstain* | ||||||||
| 1. Remuneration Report | |||||||||||
| 2. Re-election of Director - Mr Ian Macliver | |||||||||||
| З. | Re-election of Director - Ms Cherie Leeden | ||||||||||
| 4. Re-election of Director -Mr Gary Seabrooke | |||||||||||
| 5. | Re-election of Director - Mr Mark Titchener | ||||||||||
| Change of Auditor6. | |||||||||||
| If no directions are given my proxy may vote as the proxy thinks fit or may abstain.* 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. |
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| BEFORE THE REPORT OF PROPERTY AND RECOTION OF PLEASE SIGN BEFORE A STATE OF PROPERTY AND RECORDS OF PROPERTY |
|---|
| This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. |
| Individual or Security Holder | Security Holder 2 | Security Holder 3 |
|---|---|---|
| Sole Director and Sole Company Secretary | Director | Director / Company Secretary |
| 4595446490Reference Number: | SLT |
My/Our contact details in case of enquiries are:
NAME
NOTES
1. Name and Address
This is the name and address on the Share Register of SELECT VACCINES LIMITED. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.
2. Appointment of a Proxy
If you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairperson as your Proxy.
If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of SELECT VACCINES LIMITED.
Directing your Proxy how to vote $3.$
To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.
4. Appointment of a Second Proxy
You are entitled to appoint up to two (2) persons as 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 share registry +61 8 9315 2333 or you may photocopy this form.
To appoint a second Proxy you must:
- (a) On each of the Proxy forms, state the percentage of your voting rights or 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 of your votes; and
- (b) Return both forms in the same envelope.
Signing Instructions 5.
Individual: where the holding is in one name, the Shareholder must sign.
TELEPHONE NUMBER
Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.
Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.
If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.
6. Lodgement of Proxy
Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 11.00am WST on Wednesday 18 May 2011, being 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting.
Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953
Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153
| Telephone | +61 8 9315 2333 |
|---|---|
| Facsimile | +61 8 9315 2233 |
| [email protected] |
PRIVACY STATEMENT
Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Ply Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.