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SUREFIRE RESOURCES NL Proxy Solicitation & Information Statement 2005

Oct 25, 2005

65857_rns_2005-10-25_bc0ab1a4-69bf-4a3e-be95-803f0368faf3.pdf

Proxy Solicitation & Information Statement

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A.B.N. 48 083 274 024

APPOINTMENT OF PROXY

ING ....................................

being a member/members of Genesis Biomedical Limited hereby appoint

OR

The Chairman of The meeting (mark with an 'X")

Write 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 attending the meeting, 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 a General Meeting of the Company to be held on Monday 28th November 2005 at 10.00 am and at any adjournment of that meeting.

IMPORTANT:

If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on a Resolution, 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 these items and that votes cast by him, other than as a proxy holder, would 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 items and your votes will not be counted in computing the required majority if a poll is called on these Items. The Chairman intends to vote undirected proxies in favour of each Item.

Voting directions to your proxy - please mark "X" to indicate your directions

Resolution For Against Abstain
1. Adoption of Remuneration Report
2. Re-election of Mr Emmanuel Correia
3. Appointment of Mr Roger Smith
4. Appointment of Mr Adrian Knight
5. Removal of Dr Robert Gilmour
6. Appointment of Mr Russell Black
7. Placement
Signed this
Individual Securityholder 1 Securityholder 2 Securityholder 3
Individual/Sole DirectorDirector Director/Company Secretary

This form must be signed by the securityholder. If a joint holding, both securityholders must sign. If signed by the securityholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the securityholder's constitution and the Corporations Act 2001 (Cwith).

Notes:

  • Voting Entitlements: For the purposes of the Corporations Act 2001, the Directors have set a snapshot date to $\mathbf{1}$ determine the identity of those entitled to attend and vote at the meeting. The snapshot date is the close of business on 25th November 2005
  • To be effective, the proxy form must be received by the Company at its registered office, Level 5, 33 York $\mathcal{P}$ Street. Sydney NSW 2000, or received by facsimile on (02) 8916 6732 not less than forty-eight #8) hours before the time for holding the meeting.
    1. 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.
  • $\overline{4}$ . A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.
  • Corporate shareholders should comply with the execution requirements set out on the Proxy Form or 5. 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:
    • 2 directors of the company;
    • a director and a company secretary of the company; or
    • 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.

  • A proxy need not be a member of the Company. 6.
  • Completion of a Proxy Form will not prevent individual shareholders from attending the meeting in person if $\mathbf{7}$ . 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.
  • Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under 8. power of attorney, the power of attorney must be lodged in like manner as this proxy.