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STRIKE RESOURCES LIMITED — AGM Information 2003
Oct 27, 2003
65855_rns_2003-10-27_eb048ac1-249a-490e-9e13-98c265836ab8.pdf
AGM Information
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NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting of shareholders of Fast Scout Limited A.B.N. 55 082 541 437 ("Company") will be held at The Forrest Centre Conference Suites, Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia at 11:00 am on Friday, 28 November 2003
AGENDA
ORDINARY BUSINESS
$\mathbf{1}$ . Annual Report
To consider and receive the 2003 Directors' report, Financial Statements and Audit Report of the Company.
$2.$ Resolution 1 Re-Election of Yaqoob Khan as Director
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
"That Mr Yagoob Khan, having retired pursuant to the Constitution of the Company, being eligible, be re-elected as a Director of the Company."
$\overline{3}$ Resolution 2-Adoption of New Constitution
To consider, and if thought fit, to pass the following resolution as a special resolution:
"That, for the purposes of sections 136 and 648G of the Corporations Act 2001 and for all other purposes, the Company approve and adopt the constitution tabled at this meeting and signed by the Chairman for the purpose of identification as the constitution of the Company in substitution for, and to the exclusion of, the existing constitution of the Company."
DATED THIS 27th DAY OF OCTOBER 2003
BY ORDER OF THE BOARD
VICTOR HO COMPANY SECRETARY
EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to assist shareholders of the Company in understanding the business to be put to shareholders for their consideration at the Annual General Meeting (AGM) of the Company
ORDINARY RESOLUTION 1 - RE-ELECTION OF YAQOOB KHAN AS DIRECTOR
The Company's Constitution requires one third of the Directors (or if that is not a whole number, the whole number nearest to one third) to retire at each AGM. This rule does not apply to the Managing Director.
The Director(s) who retire under this rule are those who have held office the longest since last being elected or appointed. If two or more Directors have been in office for the same period, those Directors may agree which of them will retire.
Mr Yaqoob Khan retires at the AGM under this rule. However, being eligible, Mr Khan has offered himself for re-election as a Director of the Company.
Mr Khan has been an Executive Director of the Company since 3 September 1999 and his profile is set out in the Company's 2003 Annual Report.
SPECIAL RESOLUTION 2 -ADOPTIO N OF NEW CONSTITUTION
Pursuant to section 136 of the Corporations Act 2001, a company may adopt, modify or repeal its constitution by passing a special resolution. A special resolution must be passed by at least 75% of the votes cast by members entitled to vote on the resolution and present in person or by proxy at the Meeting.
The Directors propose that a new constitution be adopted by the Company which is consistent with changes to the law introduced by the Corporate Law Economic Reform Program Act 1999 (Cth), the Corporations Act 2001 (Cth) and the Australian Stock Exchange Listing Rules.
One of the rules of the new constitution is rule 164, which contains a proportional takeover approval provision which is not present in the current constitution of the Company.
In accordance with sub-section 648G(5) of the Corporations Act 2001, which requires the provision of certain information in relation to constitutions that contain proportional takeover approval provisions, the following information is provided to shareholders.
If the new constitution (including rule 164) is adopted and a proportional takeover bid is subsequently made for a class of shares in the Company, the Directors will be required to convene a general meeting of shareholders in that class to vote on a resolution to approve the proportional takeover bid. The resolution must be voted on a day that is at least 15 days before the end of the period during which the offers under the takeover bid remain open. The bidder and any associates will be excluded from voting.
If the resolution is rejected, then the offer will be deemed to be withdrawn and a person who has accepted an offer made under the takeover bid is entitled to rescind the contract (if any) resulting from acceptance.
If no resolution is voted on at least 15 days before the close of the offer then a resolution to approve the bid will be deemed to have been voted on and passed in accordance with rule 164.
In accordance with section 648G of the Corporations Act 2001 and rule 164.9 of the Company's new constitution, rule 164 will cease to have effect on the third anniversary of the date of its adoption or of its most recent renewal.
The Corporations Act 2001 permits the inclusion and renewal of takeover provisions in the Company's constitution...
At the date of this notice, save as otherwise disclosed in this notice, none of the Directors are aware of any proposal by a person to acquire, or to increase the extent of, a substantial interest in the Company.
Rule 164 will enable the Directors to be guided by the views of shareholders on any proportional takeover bid. Apart from this, there is no specific advantage or disadvantage for Directors, in their capacity as Directors, for inserting rule 164.
Rule 164 will ensure that all shareholders will have the opportunity to consider a proportional takeover bid and vote on whether it should be permitted to proceed. This should ensure that the terms of any future proportional bids are structured to be attractive to a majority of independent shareholders.
A copy of the new constitution can be inspected free of charge at the Company's registered office. In addition, any shareholder who wishes to review the proposed new constitution (and who makes a written request to the Company Secretary) prior to the AGM will be sent a copy, free of charge.
The adoption of the new constitution will only take effect from the date on which the shareholders pass this resolution.
TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE
Venne
The Annual General Meeting of the shareholders of Fast Scout Limited will be held at:
The Forrest Centre Conference Suites Level 14. The Forrest Centre 221 St Georges Terrace Perth, Western Australia
commencing
$11:00$ am Friday, 28 November 2003
How to Vote
You may vote by attending the meeting in person, by proxy or authorised representative.
Voting in Person
To vote in person, attend the meeting 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 with this Notice of Annual General Meeting as soon as possible and either:
- send the proxy by facsimile to the Company on facsimile number (08) 9322 1515; or
- deliver to the registered office of the Company at Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia 6000.
so that it is received not later than 11:00am on Wednesday, 26 November 2003.
Your proxy form is enclosed.
Snapshot Date
In accordance with regulation 7.11.37 of the Corporations Regulations 2001, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the AGM.
The snapshot date is 5:00pm on Wednesday, 26 November 2003.
Bodies corporate
A body corporate may appoint an individual as its authorised corporate representative to exercise any of the powers the body may exercise at meetings of a company's shareholders. A properly executed original (or certified copy) of the appropriate "Certificate of Appointment of Corporate Representative" should be produced for admission to the AGM. Previously lodged "Certificates of Appointment of Corporate Representative" will be disregarded by the Company.
Powers of Attorney
A person appearing as Power of Attorney for a shareholder should produce a properly executed original (or certified copy) of an appropriate Power of Attorney for admission to the AGM. Previously lodged Powers of Attorney will be disregarded by the Company.
PROXY FORM
Annual General Meeting
Fast Scout Limited A.B.N. 94 088 488 724
COMPLETE AND RETURN TO:
The Company Secretary Fast Scout Limited Level 14, The Forrest Centre 221 St Georges Terrace Perth Western Australia 6000 Facsimile: +61 8 9322 1515
Appointment of Proxy
I/We being a member/s of Fast Scout Limited and entitled to attend and vote hereby appoint
The Chairman of the Meeting (mark with an OR $''X'$
Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.
%
or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our 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 sees fit) at the Annual General Meeting of Fast Scout Limited to be held at The Forrest Centre Conference Suites, Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia at 11:00 am on Friday, 28 November 2003 and at any adjournment of such Annual General Meeting

If you do not wish to direct your proxy how to vote, please place a mark in the box. If you have appointed the Chair of the meeting to exercise your proxy, 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 a particular resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chair intends to vote in favour of all resolutions.
Voting directions to your proxy - please mark $\boxtimes$ to indicate your directions
| RESOLUTIONS | For | Against | Abstain * | |
|---|---|---|---|---|
| 1. | Re-Election of Yaqoob Khan as Director | $\blacksquare$ | ||
| 2. | Adoption of New Constitution | $\blacksquare$ |
If to proxies are being appointed, the proportion of voting rights this proxy represents is:
* 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.
PLEASE SIGN HERE
This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
| Individual or Shareholder 1 | Joint Shareholder 2 | Joint Shareholder 3 | |
|---|---|---|---|
| Sole Director and Sole Company Secretary | Director | Director / Company Secretary | |
| Contact Name | Contact Daytime Telephone | Date | |
| Email Address | |||
| .-- | . | . |
Please contact us at [email protected] to join our email distribution list to receive the Company's latest ASX Market Announcements, Reports and Press Releases
INSTRUCTIONS FOR COMPLETING PROXY FORM
- $1.$ Completion of a proxy form will not prevent individual shareholders from attending the AGM 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.
- $\overline{2}$ . A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment do not specify this proportion, each proxy may exercise half of the votes.
- $3.$ A proxy need not be a shareholder of the Company.
- $\overline{4}$ 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 a representative of a company shareholder is to attend the meeting, a properly executed original (or certified copy) of the appropriate "Certificate of Appointment of Corporate Representative" should be produced for admission to the Meeting. Previously lodged "Certificates of Appointment of Corporate Representative" will be disregarded by the Company.
-
- If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or certified copy) of an appropriate Power of Attorney should be produced for admission to the Meeting. Previously lodged Powers of Attorney will be disregarded by the Company.
7. Signing Instructions
You must sign this form as follows in the spaces provided:
| Individual: | Where the holding is in one name, the holder must sign. |
|---|---|
| Joint Holding: | Where the holding is in more than one name, all of the shareholders should sign. |
| Power of Attorney: | If you are signing under a Power of Attorney, you must lodge an original orcertified photocopy of the appropriate Power of Attorney with your completedProxy Form. |
| 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 nothave a Company Secretary, a Sole Director can also sign alone. | |
| Otherwise this form must be signed by a Director jointly with either anotherDirector or a Company Secretary. Please indicate the office held by signing in theappropriate place. |
8. Lodgment of a Proxy
This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address below not later than 11:00am on Wednesday, 26 November 2003 (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the scheduled meeting.
Proxy Forms may be lodged:
by posting, delivery or facsimile to the address below:
Fast Scout Limited Level 14, The Forrest Centre 221 St Georges Terrace Perth Western Australia 6000
Facsimile: +61 8 9322 1515