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SRG GLOBAL LIMITED AGM Information 2011

Oct 24, 2011

65852_rns_2011-10-24_08003957-206d-47c0-b546-aab83923773d.pdf

AGM Information

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NOTICE OF ANNUAL GENERAL MEETING 2011 EXPLANATORY STATEMENT AND PROXY FORM

For the Annual General Meeting to be held at The Holiday Inn Hotel, Burswood Entertainment Complex, Great Eastern Highway, Burswood Western Australia 6100 on 29 November 2011 commencing at 10.30am (WST)

This is an important document. Please read it carefully.

If you are unable to attend the Annual General Meeting, please complete the proxy form enclosed and return it in accordance with the instructions set out on that form.

Strength. Consistency. Ingenuity.

GCS has the strength and ingenuity to provide innovative integrated services coupled with the ability to deliver on time and on budget.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2011 Annual General Meeting of Shareholders of Global Construction Services Limited (ACN 104 662 259) ("GCS or the Company") will be held at The Holiday Inn Hotel, Burswood Entertainment Complex, Great Eastern Highway, Western Australia 6100 on 29 November 2011 commencing at 10.30am (WST) for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

ORDINARY BUSINESS

FINANCIAL STATEMENTS AND REPORTS YEAR ENDED 30 JUNE 2011

To receive and consider the Annual Financial Statements of the Company for the year ended 30 June 2011 including the Directors Report and the Auditor's Report as set out in the Company's Annual Report.

Resolution 1: NON BINDING RESOLUTION TO ADOPT REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:

"To adopt the Remuneration Report as set out in the Annual Report for the year ended 30 June 2011"

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Statement for further details on the consequences of voting on this Resolution.

Voting Exclusion

The company will disregard any votes cast on Resolution 1 by or on behalf of a Restricted Voter 1. However, the Company need not disregard a vote if:

  • a. it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; and
  • b. it is not cast on behalf of a Restricted Voter

1 "Restricted Voter" means a member of Key Management Personnel, details of whose remuneration are included in the Remuneration report or a closely related party of such a member

Resolution 2: RE-ELECTION OF MR GEORGE CHIARI

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:

"That Mr George Chiari, who retires as a director in accordance with Clause 6.3 of the Company's Constitution and, being eligible and offering himself for re-election, be re-elected as a director of the Company with immediate effect."

Resolution 3: ELECTION OF MR MICHAEL SERTORIO

To consider and if thought fit, to pass, with or without amendment, the following as an ordinary resolution:

"That Mr Michael Sertorio, having been appointed as an additional director of the company on 5 July 2011, who retires as a director in accordance with Clause 6.3 of the Company's Constitution and, being eligible and offering himself for election, be elected as a director of the Company with immediate effect."

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Company's Constitution or Corporations Act 2001.

By Order of the Board

Vince Gerasolo Company Secretary Global Construction Services Limited 20 October 2011

NOTICE OF ANNUAL GENERAL MEETING

Voting

Shareholders can vote in the one of the following ways:

  • • attending the meeting and voting in person, by attorney or, in the case of corporate shareholders, by corporate representative;
  • • by appointing a proxy to attend and vote at the meeting on their behalf using the proxy form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions.

Proxies

  • a. A Shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy.
  • b. A proxy need not be a member of the Company.
  • c. A Shareholder may appoint a body corporate or an individual as its proxy.
  • d. A body corporate appointed as a Shareholder's proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder's proxy.
  • e. Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.
  • f. Proxy forms must be returned by no later than 48 hours before the meeting (i.e) 10.30am on 27 November 2011 to:

Computershare Investor Services Pty Ltd GPO Box 242, MELBOURNE VIC 3001

The Proxy Form accompanying this Notice of Annual General Meeting provides further details on appointing proxies and lodging proxy forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that body corporate representative. The authority may be sent to the Company or its share registry in advance of the meeting or handed in at the meeting when registering as a corporate representative.

Voting Entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 7.00 pm (WST) on 27 November 2011. Transactions registered after that time will be disregarded in determining a person's entitlement to attend and vote at the Annual General Meeting.

EXPLANATORY STATEMENT

This Explanatory Statement is prepared to provide Shareholders with material information known to the Company to enable them to make an informed decision on how to vote on the business to be conducted at the Annual General meeting of Global Construction Services Limited (Company).

The Directors recommend shareholders read this Explanatory Statement in full before making any decision in respect to the Resolutions.

Certain terms and abbreviations used in this Explanatory Statement have defined meanings which are explained in the glossary at the end of this Explanatory Statement.

Financial statements and reports

The first item of the Notice of Annual General Meeting deals with the consolidated Annual Financial Report of the Company for the financial year ended 30 June 2011 together with the Directors Declaration and Report in relation to that financial year and the Auditor's Report on those Financial Statements. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

No resolution is required to be moved in respect of this item.

Shareholders will be provided a reasonable opportunity to ask questions or make comments in relation to these reports and on the business and management of the Company.

The Chairman will also provide shareholders a reasonable opportunity to ask the Auditor questions in respect of:

  • • The conduct of the audit;
  • • The preparation and content of the independent Audit Report;
  • • The accounting policies adopted by the Company in relation to the preparation of accounts; and
  • • The independence of the Auditor in relation to the conduct of the audit.

RESOLUTION 1: REMUNERATION REPORT

In accordance with section 250R(2) of the Corporations Act the Company is required to present to its shareholders the Remuneration Report as disclosed in the Company's 2011 Annual Report.

The vote on this Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company's 2011 Annual Report which is also available on the Company's website (www.gcs-group.com.au).

However, if at least 25% of the votes cast are against adoption of the Remuneration Report at the 2011 AGM, and then again at the 2012 AGM, the Company will be required to put a resolution to the 2012 AGM, to approve calling an extraordinary general meeting (spill resolution). If more than 50% of shareholders vote in favour of the spill resolution, the Company must convene an extraordinary general meeting (spill meeting) within 90 days of the 2012 AGM. All of the directors who were in office when the 2012 Directors Report was approved, other than the Managing Director, will (if desired) need to stand for re-election at the spill meeting.

The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements and sets out any share based compensation.

Shareholders will be provided a reasonable opportunity to ask questions or make comments on the Remuneration Report.

RESOLUTION 2: RE-ELECTION OF MR GEORGE CHIARI

In accordance with article 6.3 of the Company's Constitution, Mr Chairi will retire by rotation and being eligible, offer himself for re-election at the annual general meeting.

Mr Chiari is a recognised industry leader in the field of commercial formwork and concrete with over 40 years of experience at CASC Constructions. His skills and knowledge are invaluable as GCS builds on the success of recent times and seeks to capitalise on the significant opportunities in Western Australia. Mr Chiari is also a substantial shareholder in GCS.

Mr Chiari has held no other public directorship over the past three years.

The Board of Directors, other than Mr Chiari because of his interest in the Resolution, recommends shareholders vote in favour of the resolution.

RESOLUTION 3: ELECTION OF MR MICHAEL SERTORIO

Clause 6.2 of the Company's Constitution states that the Directors may at anytime appoint a person to be a Director, either to fill a vacancy or as an addition to the existing Board, but so that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Any Director so appointed holds office until the next following Annual General Meeting and is then eligible for re-election.

Mr Sertorio was appointed to the Board on 5 July 2011 as an Executive Director. In accordance with Clause 6.3 of the Company's Constitution, Mr Sertorio now seeks re-election as a Director at this Annual General Meeting.

NOTICE OF ANNUAL GENERAL MEETING

RESOLUTION 3: ELECTION OF MR MICHAEL SERTORIO (CONTINUED)

Mr Sertorio has had over 20 years experience in senior management and board positions spanning financial services, manufacturing, professional services and wholesale trade. This has included organizations such as Chase Manhattan Bank Australia, Standard Chartered Bank Australia and Indonesia (Management Committee Member), ICI Australia and MLC. In recent times, he was the owner and Managing Director of a produce business which currently forms part of the $530 million revenue p.a. business of Moraitis Group Pty Ltd, a BRW top 500 private company, of which he is a shareholder and Non-Executive Director.

In 2011 he became a shareholder and Executive Director of Global Industrial Services (Aust) Pty Ltd. Michael is a Fellow of the Australian Institute of Company Directors and holds a Bachelors degree in Industrial Relations and Politics.

Mr Sertorio has held no other public directorship over the past three years.

The Board of Directors, other than Mr Sertorio because of his interest in the Resolution, recommends shareholders vote in favour of the resolution.

ENQUIRIES

Shareholders are invited to contact the Company Secretary, Mr Vince Gerasolo on +61 8 9479 7990 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

The following terms have the following meanings in this Explanatory Statement;

"Accounting Standards" has the meaning given to that term in the Corporations Act;

"Annual General Meeting" means the annual general meeting the subject of this Notice;

"Annual Report" means the annual report of the Company for the year ended 30 June 2011;

"ASX" means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

"Board" means the Board of Directors;

"Closely related party" has the meaning given to the term in the Corporations Act;

"Company" means Global Construction Services Limited ABN 81 104 662 259;

"Constitution" means the Constitution of the Company;

"Corporations Act" means the Corporations Act 2001 (Cth);

"Director" means a director of the Company;

"Explanatory Statement" means this Explanatory Statement accompanying the Notice;

"Key Management Personnel" has the meaning given to that term in Accounting Standards;

"Listing Rules" means the Listing Rules of the ASX;

"Meeting" means the annual general meeting the subject of this Notice;

"Notice of Meeting" means the notice of annual general meeting accompanying the Explanatory Statement;

"Restricted Voter" means Key Management Personnel and their Closely Related Parties;

"Resolution" means a resolution subject of the Notice;

"Share" means an ordinary fully paid share in the capital of the Company; and

"WST" means Australian Western Standard Time.

Accountability. Efficiency. Positivity.

We anticipate earnings to hold steady in FY12. The Group is confident of an uplift in earnings from FY13 and onwards as a result of anticipated project awards during FY12.

000001 000 GCS MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Lodge your vote:

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

*S000001Q01*

For your vote to be effective it must be received by 10.30am (WST) Sunday 27 November 2011

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form

View the Annual Report:

www.gcs-group.com.au

View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Your secure access information is: SRN/HIN: I9999999999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

MR SAM SAMPLEFLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030 Change of address. If incorrect,mark this box and make thecorrection in the space to the left.Securityholders sponsored by abroker (reference numbercommences with 'X') should adviseyour broker of any changes. I9999999999I9999999999INDPlease markto indicate your directionsXXPLEASE NOTE: Leave this box blank ifyou have selected the Chairman of theMeeting. Do not insert your own name(s).or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxyto 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, asthe proxy sees fit) at the Annual General Meeting of Global Construction Services Limited to be held at The Holiday Inn Hotel, BurswoodEntertainment Complex, Great Eastern Highway, Burswood, Western Australia on Tuesday, 29 November 2011 at 10.30am (WST) and at anyBy marking this box, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 1 as setout below and in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on Item 1, the Chairmanof the Meeting will not cast your votes on Item 1and your votes will not be counted in computing the required majority if a poll is called on thisitem. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in Step 2below (for example if you wish to vote against or abstain from voting) or by marking this box (in which case the Chairman of the Meeting willI/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 1 (except where I/we have
Proxy Form
STEP 1Appoint a Proxy to Vote on Your Behalf
I/We being a member/s of Global Construction Services Limited hereby appoint
the ChairmanORof the Meeting
adjournment of that meeting.
Important for Item 1 - If the Chairman of the Meeting is your proxy or is appointed as your proxy by defaultvote in favour of Item 1).
The Chairman of the Meeting intends to vote all available proxies in favour of Item 1 of business.
indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even thoughItem 1 is connected directly or indirectly with the remuneration of a member of key management personnel.
STEP 2Items of Business PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on yourbehalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
ORDINARY BUSINESS
Item 1Non-binding Resolution to Adopt Remuneration Report
Item 2Re-election of Mr George Chiari
Item 3Election of Mr Michael Sertorio

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact ContactDaytime / /
Name Telephone Date