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SPRINTEX LIMITED — AGM Information 2008
Oct 28, 2008
65799_rns_2008-10-28_f421d898-9567-406e-bff3-31cb8595a83e.pdf
AGM Information
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AUTOMOTIVE TECHNOLOGY GROUP LIMITED ACN 106 337 599
NOTICE OF ANNUAL GENERAL MEETING
TIME: 11:00am (WST) DATE: 28th November 2008 PLACE: QV1 Conference Centre Level 2, 250 St Georges Terrace Perth WA 6000
The Automotive Technology Group Limited 2008 Annual Report is available online at www.ATGgroup.com.au.
Hard copies of the 2008 Annual Report will be posted if requested.
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (08) 6468 0388.
CONTENTS PAGE
Notice of Annual General Meeting (setting out the proposed resolutions) 3 Explanatory Statement (explaining the proposed resolutions) 6 Proxy Form 9
TIME AND PLACE OF MEE TING AND HO W TO VO TE
VENUE
The Annual General Meeting of the Shareholders of Automotive Technology Group Limited to which this Notice of Meeting relates will be held at 11:00am (WST) on 28th November 2008 at:
QV1 Conference Centre, Level 2, 250 St Georges Terrace Perth WA 6000
YOUR VOTE IS IMPORTANT
The business of the Annual General Meeting affects your shareholding and your vote is important.
VOTING IN PERSON
To vote in person, attend the Annual General Meeting at the time on the date and at the place set out above.
VOTING BY PROXY
To vote by proxy, please complete and sign the proxy form enclosed and send the proxy form:
(a) by post to Automotive Technology Group Limited, 73 Resource Way, Malaga, Western Australia; or
- (b) by facsimile to the Company on facsimile number (08) 9228 0704,
so that it is received not later than 11:00am (WST) on 26th November 2008.
Proxy forms received later than this time will be invalid.
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NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting of Shareholders of Automotive Technology Group Limited will be held at 11:00am (WST) on 28th November 2008 at QV1 Conference Centre, Level 2, 250 St Georges Terrace Perth WA 6000.
The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the proxy form are part of this Notice of 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 Annual General Meeting are those who are registered Shareholders of the Company at the close of business on 26th November 2008.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.
AGENDA
ORDINARY BUSINESS
Reports and Accounts
To receive and consider the [audited] financial statements of the Company for the year ended 30th June 2008 together with the declaration of the directors, the directors’ report, the remuneration report and auditor’s report.
1. RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:
“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given to the adoption of the Remuneration Report as contained in the Company’s annual financial report for the year ended 30th June 2008.”
Short Explanation: The vote on this resolution is advisory only and does not bind the Directors or the Company.
2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR RICHARD SIEMENS
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for all purposes, Mr Richard Siemens, a director of the Company who retires in accordance with clause 15.4 of the Constitution and, being eligible, is re-elected as a Director of the Company.”
3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR STEVEN APEDAILE
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for all purposes, Mr Steven Apedaile, a director of the Company who retires in accordance with clause 15.4 of the Constitution and, being eligible, is re-elected as a Director of the Company.”
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4. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MR ANTHONY HAMILTON
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for all purposes, Mr Anthony Hamilton, a director of the Company who retires in accordance with clause 15.4 of the Constitution and, being eligible, is re-elected as a Director of the Company.”
5. RESOLUTION 5 – APPOINTMENT OF AUDITOR
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of section 327B of the Corporations Act 2001 (Cth) and for all other purposes Ernst & Young having been nominated by a shareholder and consented in writing to act in the capacity of auditor, be appointed as auditor of the Company at a remuneration to be fixed by the board of directors."
6. RESOLUTION 6 – APPROVAL FOR FUTURE ISSUE OF SECURITIES
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purpose of Listing Rule 7.1 of the ASX Listing Rules and for all other purposes, the directors of the Company be authorised to issue up to 15,441,600 fully paid ordinary shares on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”
Voting Exclusion: The Company will disregard any votes cast on this resolution by any persons who may participate in the proposed issue and any other person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associates of those persons.
DATED: 20 October 2008
BY ORDER OF THE BOARD
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AUTOMOTIVE TECHNOLOGY GROUP LIMITED JAY STEPHENSON COMPANY SECRETARY
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Voting Exclusion Note:
Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions 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.
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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at QV1 Conference Centre, Level 2, 250 St Georges Terrace at 11:00am (WST) on 28th November 2008.
This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.
1. FINANCIAL STATEMENTS AND DIRECTORS’ REPORTS
In accordance with the Company’s Constitution, the business of the meeting will include receipt and consideration of the Company’s Financial Report and reports of directors and auditors for the year ended 30th June 2008.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
The Remuneration Report is set out in the Directors’ Report in the Company’s 2008 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company.
A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting.
The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders.
However, Shareholders should note that the vote on this resolution is advisory only and does not bind the Directors or the Company.
3. RESOLUTION 2 TO 4 – RE-ELECTION OF DIRECTORS
Clause 15.4 of the Constitution requires that all Directors (other than the Managing Director) must retire at the first annual general meeting of the Company.
A Director who retires under clause 15.4 of the Constitution is eligible for re-election.
Richard Siemens, Steven Apedaile and Anthony Hamilton retire in accordance with clause 15.4 of the Constitution and seek re-election.
Further details of each of the Directors are set out in the Company’s Financial Report for the year ended 30th June 2008.
4. RESOLUTION 5 – APPOINTMENT OF AUDITOR
Section 327B(1)(a) of the Corporations Act provides that a public must appoint an auditor at its first annual general meeting.
Ernst & Young Australia (Ernst & Young) currently acts as the auditor of the Company, and the Company proposes to seek Shareholder approval for the appointment of Ernst & Young at the Annual General Meeting.
In accordance with section 328B(1) of the Corporations Act, the Company has sought and obtained a nomination from a Shareholder for Ernst & Young to be
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appointed as the Company’s auditor. A copy of this nomination is attached to this Explanatory Statement as Attachment A.
Ernst & Young has given its written consent to act as the Company’s auditor subject to Shareholder approval of this Resolution 5.
If Resolution 5 is passed, the appointment of Ernst & Young as the Company’s auditor will take effect at the close of this AGM.
5. RESOLUTION 6 – APPROVAL FOR FUTURE ISSUE OF SECURITIES
4.1 Background
ASX Listing Rule 7.1 provides that a company must not issue more than 15% of its issued capital in any 12 month period without first obtaining the approval of its shareholders.
To provide the Company with the flexibility to make future issues of securities during the next 12 months, Resolution 6 seeks such shareholder approval to the issue of up to a maximum of 15,441,600 fully paid ordinary being 15% of the issued capital of the Company.
4.2 Issue of Shares
In compliance with the information requirements of the ASX Listing Rule 7.3:
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(a) the shares will be issued at a price of at least 80% of the average market price of the Company’s shares as traded on ASX over the 5 day period preceding the date of issue of the shares or, if the shares are offered pursuant to a prospectus, at least 80% of the average market price of the Company’s shares as traded on the ASX over the 5 day period preceding the date of issue of the prospectus;
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(b) the shares will be issued no later than 3 months after the date of the Meeting or such later date as may be permitted by any ASX waiver or modification of the Listing Rules;
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(c) the shares, when issued, will rank equally with the Company’s existing shares.
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(d) all shares the subject of this resolution will be allotted progressively;
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(e) the identity of the allottees of the shares is not yet known, and will be determined at the Directors’ discretion; and
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(f) the Company intends to use the funds raised from the issue of the shares for working capital needs.
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ATTACHMENT A
Nomination from a Shareholder for the appointment of Ernst & Young Australia as Auditor
20 October 2008
Automotive Technology Group Limited Unit 6 34 York Street NORTH PERTH WA 6006
Dear Sir
NOMINATION OF ERNST & YOUNG AUSTRALIA AS AUDITOR OF AUTOMOTIVE TECHNOLOGY GROUP LIMITED
I, Jay Stephenson, being a shareholder of Automotive Technology Group Limited (Company), hereby nominate Ernst & Young of 11 Mounts Bay Road, Perth WA 6000 for appointment as auditor of the Company at its 2008 Annual General Meeting.
I also consent to the distribution of a copy of this notice of nomination as an annexure to the Notice of Meeting and Explanatory Statement for the 2008 Annual General Meeting of the Company as required by section 328B(3) of the Corporations Act 2001.
Signed:
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Jay Stephenson
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PROXY FORM
APPOINTMENT OF PROXY AUTOMOTIVE TECHNOLOGY GROUP LIMITED ACN 106 337 599
ANNUAL GENERAL MEETING
I/We
being a Shareholder of Automotive Technology Group Limited entitled to attend and vote at the Meeting, hereby
Appoint
Name of proxy
OR
Mark this box if you wish to appoint the Chairman of the Meeting as your proxy
or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the Annual General Meeting to be held at 11:00am (WST), on 28th November 2008 at QVI Conference Centre, Level 2, 250 St Georges Terrace, Perth WA 6000 and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all the resolutions.
Voting on Business of the Annual General Meeting
FOR AGAINST ABSTAIN
Resolution 1 – Adoption of the Remuneration Report Resolution 2 – Re-election of Mr Richard Siemens Resolution 3 – Re-election of Mr Steven Apedaile Resolution 4 – Re-election of Mr Anthony Hamilton Resolution 5 – Appointment of Auditor Resolution 6 – Issue of Shares
OR
In relation to these Resolutions, if the Chairman is to be your proxy and you do not wish to direct your proxy how to vote on these Resolutions, please place a mark in 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 the resolution and votes cast by him other than as proxy holder will 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 Resolutions and your votes will not be counted in computing the required majority if a poll is called on these Resolutions. The Chairman intends to vote in favour of these Resolutions.
IF THE CHAIRMAN IS TO BE YOUR PROXY IN RELATION TO RESOLUTIONS 1 TO 5 YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY IN RELATION TO RESOLUTIONS 1 TO 5 WILL BE DISREGARDED.
If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.
If two proxies are being appointed, the proportion of voting rights this proxy represents is
%
Signed this day of 2008
By:
Individuals and joint holders Companies (affix common seal if appropriate)
Signature Director Signature Director/Company Secretary Signature Sole Director and Sole Company Secretary
AUTOMOTIVE TECHNOLOGY GROUP LIMITED ACN 106 337 599
Instructions for Completing ‘Appointment of Proxy’ Form
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A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
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A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.
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Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
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2 directors of the company;
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a director and a company secretary of the company; or
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for a proprietary company that has a sole director who is also the sole company secretary – that director.
For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.
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Completion of a Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.
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Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.