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TASFOODS LIMITED Proxy Solicitation & Information Statement 2015

Oct 12, 2015

65912_rns_2015-10-12_fc2f871a-91a1-4c7e-b3de-37698437e22a.pdf

Proxy Solicitation & Information Statement

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13 October 2015

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Company Announcements

For Immediate Release

ASX Code: ONC

ONCARD INTERNATIONAL LIMITED (THE “COMPANY”)

NOTICE OF GENERAL MEETING DOCUMENTS

The Company hereby provides a copy of the Proxy Form related to the Company’s General Meeting which will be dispatched to shareholders today.

Ends.

OnCard International Limited (ACN 084 800 902) Level 7, 330 Collins Street, Melbourne, Victoria, 3000 Australia GPO Box 2334 Melbourne, Victoria, 3001 Australia Tel: + 61 3 8689 9997 Fax + 61 3 9602 4709

ACN 084 800 902

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Lodge your vote:

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By Mail: Advanced Share Registry Limited PO Box 1156 Nedlands WA 6909

Alternatively you can fax your form to Facsimile: +61 (0) 8 9262 3723

For Online Vote www.advancedshare.com.au

For all enquiries call:

Telephone: +61 (0) 8 9389 8033 Email: [email protected]

Proxy Form

 Instructions

  1. Every shareholder has the right to appoint some other person or company of their choice, who need not be a shareholder, to attend and act on their behalf at the meeting. If you wish to appoint a person or company other than the Chairman, please insert the name of your proxyholder(s) in the space provided (see reverse).

  2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

  3. This proxy should be signed in the exact manner as the name that appears on the proxy.

  4. If a shareholder appoints two proxies, each proxy may be appointed to represent a specific proportion of the shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the shareholder’s voting rights. Fractions shall be disregarded.

  5. 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.

  6. To be effective, proxies must be delivered by shareholders as follows: Shareholders must deliver their proxies by 10:00 am (Melbourne time) on 17 November 2015 by mail to PO Box 1156, Nedlands, 6909, Western Australia or by facsimile at +61 (0) 8 9262 3723 or deliver to the Share Registry of the Company at 110 Stirling Hwy, Nedlands, Western Australia, 6009 or by hand delivery, post or facsimile to the registered office of the Company (see Notice of Meeting for address and facsimile details).

  7. For the purposes of Regulation 7.11.37 of the Corporations Regulations the Company determines that shareholders holding shares at 7:00 pm (Melbourne time) on 17 November 2015 will be entitled to attend and vote at the Meeting.

  8. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting.

  9. This proxy should be read in conjunction with the accompanying documentation provided by the Company.

  10. The shares represented by this proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any poll that may be called for, and if the shareholder has specified a choice in respect of any matter to be acted upon, the shares will be voted accordingly.

Turn over to complete the form

CHECK OUT OUR WEBSITE at  www.advancedshare.com.au

  • Check all holdings by using HIN/SRN

  • Update your holding details

  • Reprint various documents online

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘x’) should advise your broker of any changes.

Please markto indicate your directions

Form of Proxy

  •  PLEASE NOTE: This proxy has been prepared on behalf of Oncard International Limited ACN 084 800 902 ( Company ) for use at the general meeting of the Company to be held at the offices of Norton Gledhill, Level 23, 459 Collins Street, Melbourne, Victoria, 3000 on 19 November 2015 at 10:00 am (Melbourne time) or any adjournment thereof ( Meeting ).

Appoint a Proxy to Vote on Your Behalf

STEP 1

I/We being a member/s of Oncard International Limited hereby appoint

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  •  PLEASE NOTE: If you leave the section blank, the Chairman of the Meeting will be your proxy.

the Chairman

OR

of the Meeting

or, failing the person(s) named or if no person is named, the Chairman of the Meeting to represent all of my/our voting rights, as my/our proxy to vote, and otherwise to act generally, on my/our behalf at the Meeting. The Chairman of the Meeting intends to vote undirected proxies held by the Chairman in favour of each resolution below, to the extent permitted.

If you have not appointed the Chairman of the Meeting as your proxy and you are appointing a second proxy please complete the following: Proxy 1 is appointed to

represent _% of my voting right and Proxy 2 is appointed to represent _% of my total votes. My total voting right is ____ shares.

 PLEASE NOTE: If the appointment does not specify the proportion or number of votes that the proxy may exercise, each proxy may exercise half the votes.

With respect to any amendment or variations to the matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting, I/we confer discretionary authority on the person voting on behalf of me/us to vote as that person sees fit.

Important notice for undirected proxies: If the Chairman of the Meeting is to be your proxy and you do not mark any of the boxes opposite a resolution, you hereby authorise and direct the Chairman to exercise your voting rights in relation to that resolution as the Chairman may decide, even if the Chairman has an interest in the outcome of the resolution or the resolution is connected directly or indirectly with the remuneration of a KMP member (e.g. as are resolutions 4 to 8) and votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

STEP 2

Items of Business

  •  PLEASE NOTE: If you wish to direct your proxy how to vote, please indicate by marking the appropriate box below. Otherwise, the proxy may vote as he/she thinks fit, to the extent permitted.
If you wish to indicate how your proxy is to vote, please tick the appropriate places below. FOR AGAINST ABSTAIN
Resolution 1 (issue of shares to Meander Valley sellers)
Resolution 2 (issue of shares under share purchase plan)
Resolution 3 (issue of shares under placement offer)
Resolution 4 (approval of OnCard ESOP)
Resolution 5 (acquisition of options by Rob Woolley)
Resolution 6 (acquisition of options by Roger McBain)
Resolution 7 (acquisition of options by Tony Robinson)
Resolution 8 (acquisition of options by Tom Woolley)
Resolution 9 (modification of Company’s constitution)
Resolution 10 (change of Company’s name)

If no choice is specified, the shareholder is conferring discretionary authority on the proxy to vote at his or her discretion.

SIGN

Signing by member

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Member 1 Member 2 (if joint holding) Member 3 (if joint holding)

/ /

Sole Director and Sole Secretary

Director/Company Secretary

Director

Date