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SOUTHERN CROSS ELECTRICAL ENGINEERING LTD — AGM Information 2011
May 25, 2011
65884_rns_2011-05-25_0d9a414a-57b5-4dec-828d-4f9aad765b44.pdf
AGM Information
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SOUTHERN CROSS ELECTRICAL ENGINEERING LIMITED
26 May 2011
The Manager
Company Announcements Office Australian Stock Exchange Limited Level 4, Stock Exchange Centre 20 Bridge Street SYDNEY NSW 2000
ELECTRONIC LODGEMENT
Dear Sir or Madam
Chairman’s address to Extraordinary General Meeting
Please find attached a copy of the Chairman’s address to the extraordinary general meeting being held on Thursday 26 May 2011 at 10:00am by Southern Cross Electrical Engineering Ltd.
Yours faithfully
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Stephen Fewster
Company Secretary
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A.B.N. 92 009 307 046 EC 001681 41 MACEDONIA STREET, NAVAL BASE, WESTERN AUSTRALIA 6165 TELEPHONE: +61 89410 1833 FAX No: +61 8 9410 1210 Email: [email protected]
SOUTHERN CROSS ELECTRICAL ENGINEERING LIMITED
Chairman’s script for the AGM to be held on 26 May 2011 at 10:00 am
Welcome
Good morning, ladies and gentlemen. I am John Cooper, the Chairman of Southern Cross Electrical Engineering Limited. It is now 10:00 am. I welcome you to this extraordinary general meeting of the company.
Quorum
As we have a quorum, I now declare the extraordinary general meeting open.
Directors
I will now ask each of your Directors and Company Secretary to stand up:
Mr Simon High, the Managing Director of the Company.
Mr Frank Tomasi, a non‐executive director and founder of the Company.
Mr Derek Parkin, an independent non‐executive director, Chairman of the Audit and Risk Committee and a member of the Remuneration Committee.
Mr Stephen Fewster, our Company Secretary.
Mr Brian Carman, an independent non‐executive director, apologises for not being able to attend.
Voting
Each shareholder who registered today would have received a green voting card. On a show of hands I will ask you to raise the voting card to assist the counting of votes. That card will also be used for the holding of a poll, if one eventuates.
Notice of Meeting
The notice of meeting was dispatched to all shareholders. If there is no objection, I propose that the notice of meeting be taken as read.
Page 1 of 8
Then I’ll put the motion. All those in favour of taking the notice of meeting as read, please raise your green voting card.
Against …..
I declare the motion carried.
Procedure for the meeting
This meeting has been called to consider and, if thought fit, pass five resolutions. Before voting on a resolution takes place I will read each of the resolutions to shareholders together with the results of the proxy votes received by the Company. I will provide shareholders with the opportunity to ask questions regarding each of the resolutions and then call for a vote.
At the conclusion of the formal agenda for the meeting I will provide an opportunity for shareholders to ask the Board questions regarding the business.
Page 2 of 8
Resolution 1 – To Elect Professor Derek Parkin as a Director
This resolution is to consider and, if thought fir, to pass the following as an ordinary resolution:
That Mr Derek Parkin who retires in accordance with rule 8.1 of the Constitution of the Company and who, being eligible, offers himself for re‐election, be re‐elected as a Director of the Company.
Are there any comments or discussion?
Before I put the motion, I will advise you of the proxy votes received, which are as follows:‐
| follows:‐ | |
|---|---|
| For | 105,009,148 |
| Against | 48,100 |
| Abstain | 0 |
| Openproxies | 169,700 |
| Excluded | 0 |
The number of open proxies in favour of the chairman of the meeting at the time of the meeting will be voted in favour – 169,700.
I will now put the resolution.
All those in favour of ordinary Resolution 1, please raise your green voting card.
Against ………
I declare the motion carried.
Page 3 of 8
Resolution 2 – Ratification of Prior Share Issue
This resolution is to consider and, if thought fit, to pass the following resolution as an ordinary resolution:
That, pursuant to and in accordance with Listing Rule 7.4 and for all other
purposes, the Company approves and ratifies the allotment and issue of 18,500,000 Shares at an issue price of $0.90 per Share, to the persons and on the terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice of Meeting.
Are there any comments or questions?
Before I put the motion, I will advise you of the proxy votes.
The proxy votes received areas follows:‐
| For | 65,007,977 |
|---|---|
| Against | 66,710 |
| Abstain | 3,855,932 |
| Openproxies | 169,700 |
| Excluded | 36,126,629 |
The number of open proxies in favour of the chairman of the meeting at the time of the meeting will be voted in favour – 169,700.
In accordance with ASX Listing Rule 7.5.6 any votes cast by a person who participated in the issue of the Tranche 1 Shares will be disregarded.
I’ll now put the motion.
All those in favour of the ordinary resolution 2, please raise your green voting card.
Against ….
I declare the motion carried.
Page 4 of 8
Resolution 3 – Approval to Issue Shares
This resolution is to consider and, if thought fit, pass the following resolution as an ordinary resolution:
That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue 14,833,334 Shares at an issue price of $0.90 per Share to the persons and on the terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice of Meeting.
Are there any comments or questions?
Before I put the motion, I will advise you of the proxy votes.
The proxy votes received are as follows:‐
| The proxy votes received are as fol | lows:‐ |
|---|---|
| For | 64,407,577 |
| Against | 66,710 |
| Abstain | 4,456,332 |
| Openproxies | 169,700 |
| Excluded | 36,126,629 |
The number of open proxies in favour of the chairman of the meeting at the time of the meeting will be voted in favour – 169,700.
In accordance with ASX Listing Rule 7.3.8 any votes cast by a person who may participate in the proposed issue of the Tranche 2 will be disregarded.
I’ll now put the motion.
All those in favour of the ordinary resolution 3, please raise your green voting card.
Against ….
I declare the motion carried.
Page 5 of 8
Resolution 4 – Issue of shares to Mr Frank Tomasi
This resolution is to consider and, if thought fit, pass the following resolution as an ordinary resolution:
That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given to allot and issue 4,027,131 Shares to Mr Frank Tomasi, a Director of the Company, or his nominee(s), on the terms and conditions described in the Explanatory Memorandum accompanying this Notice of Meeting.
Are there any comments or questions?
Before I put the motion, I will advise you of the proxy votes.
The proxy votes received are as follows:‐
| The proxy votes received are as fol | lows:‐ |
|---|---|
| For | 42,943,969 |
| Against | 900,202 |
| Abstain | 13,077 |
| Openproxies | 169,700 |
| Excluded | 61,200,000 |
The number of open proxies in favour of the chairman of the meeting at the time of the meeting will be voted in favour – 169,700.
In accordance with ASX Listing Rule 10.13.6 any votes cast on Resolution 4 by Mr Frank Tomasi, his nominees or any of his associates will be disregarded.
I’ll now put the motion.
All those in favour of the ordinary resolution 4, please raise your green voting card.
Against ….
I declare the motion carried.
Page 6 of 8
Resolution 5 – Issue of shares to Mr Brian Carman
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given to allot and issue 200,000 Shares to Mr Brian Carman, a non‐executive Director of the Company, or his nominee(s), on the terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice of Meeting."
Are there any comments or questions?
Before I put the motion, I will advise you of the proxy votes.
The proxy votes received are as follows:‐
| For | 104,141,969 |
|---|---|
| Against | 902,202 |
| Abstain | 13,077 |
| Openproxies | 169,700 |
| Excluded | 0 |
The number of open proxies in favour of the chairman of the meeting at the time of the meeting will be voted in favour – 169,700.
In accordance with ASX Listing Rule 10.13.6 any votes cast on Resolution 5 by Mr Brian Carman, his nominees or any of his associates will be disregarded.
I’ll now put the motion.
All those in favour of the ordinary resolution 5, please raise your green voting card.
Against ….
I declare the motion carried.
Page 7 of 8
Closure
That ends the meeting which I now declare closed.
I now invite shareholders who may have questions or comments not related to the specific business of the meeting to speak.
(Shareholder comments and questions).
Thank you all for your attendance and interest and we look forward to your continued support in the coming year.
Please join us in the foyer for light refreshments
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