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TESORO GOLD LTD — AGM Information 2008
Sep 30, 2008
65957_rns_2008-09-30_5c739b10-6a75-46ad-b7b8-caccb87c88ad.pdf
AGM Information
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TO: COMPANY ANNOUNCEMENTS OFFICE COMPANY: AUSTRALIAN SECURITIES EXCHANGE LIMITED FROM: VAN EYK THREE PILLARS LIMITED DATE: 1 October 2008
NO. OF PAGES: 8
The following documents have been mailed out to shareholders today, along with the 2008 Annual Report as lodged with the Company’s Appendix 4E on 28[th] August 2008:
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Invitation to Investment Presentation
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Notice of AGM
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Proxy form
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Hard copies of the Annual Report to shareholders who have requested to receive one. An electronic version of the annual report is available from the company’s website at www.threepillars.vaneyk.com.au
P. Roberts
Company Secretary
van Eyk Three Pillars Limited ABN 91 106 854 175
Level 7, 20 Hunter St, Sydney NSW 2000 GPO Box 5482, Sydney NSW 2001 P (02) 8236 7701 F (02) 9221 1194
www.vaneyk.com.au www.threepillars.vaneyk.com.au
INVITATION TO INVESTMENT PRESENTATION
The directors of van Eyk Three Pillars Limited invite you to attend an Investment Presentation to precede the 2008 formal Annual General Meeting (as detailed in the enclosed Notice of Meeting*).
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Mr Stephen van Eyk will discuss the state of the economy, investment markets and what lies ahead in 2009.
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Mr Otto Rieth will discuss the company’s investment strategy.
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Mr Mark Thomas will review the objectives of the company, its performance and strategy.
The presentations will be open and interactive and we encourage you to attend.
SYDNEY
| Date: | Friday 31stOctober 2008 |
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| Time: | 2:00pm |
| Location: | Masonic Centre |
| 279 Castlereagh Street | |
| Sydney 2000 |
Repeat sessions of the investment presentations will be held in Melbourne and Adelaide as detailed below:
MELBOURNE
| Date: | Tuesday 11thNovember 2008 |
|---|---|
| Time: | 11:00am |
| Location: | Stamford Plaza (Balmoral Room) |
| 111 Little Collins Street | |
| Melbourne 3000 |
ADELAIDE
| Date: | Wednesday 12thNovember 2008 |
|---|---|
| Time: | 11:00am |
| Location: | Stamford Plaza (Terrace 1 Room) |
| 150 North Terrace | |
| Adelaide 5000 |
- RSVP: Friday 24[th] October 2008
Amy Robinson (02) 9225 6000 or [email protected]
- note that hard copies of the Annual Report have only been sent to shareholders who requested to receive one. An electronic version of the annual report is available from the company’s website at www.threepillars.vaneyk.com.au
van Eyk Three Pillars Limited ABN 91 106 854 175
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Level 7, 20 Hunter St, Sydney NSW 2000 GPO Box 5482, Sydney NSW 2001 P (02) 8236 7701 F (02) 9221 1194
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www.vaneyk.com.au www.threepillars.vaneyk.com.au
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of van Eyk Three Pillars Limited will be held at Masonic Centre, 279 Castlereagh Street, Sydney NSW 2000, on Friday 31[st] October 2008 at 2:00pm.
BUSINESS OF MEETING
Financial Report and Reports of the Directors and Auditor
To receive and consider the Financial Report of the Company and the reports by the Directors and Auditor for the year ended 30 June 2008.
Re-election of Directors
To consider, and if thought fit, to pass the following resolutions as ordinary resolutions:
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“That David Iliffe who retires by rotation in accordance with the Company’s Constitution and being eligible, offers himself for re-election, be re-elected as a Director of the Company.”
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“That Mr Andrew Grant, who was appointed as Director by the Board on 23[rd] September 2008 and vacates office in accordance with the Company’s Constitution and being eligible, offers himself for re-election, be re-elected as a Director of the Company”.
Remuneration report of the Company
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
- “In accordance with Section 250R of the Corporations Act, the Company adopts the Remuneration Report for the year ended 30 June 2008 in the form set out in the Directors Report.”
Note: Pursuant to Section 250R(3) of the Corporations Act the vote on this resolution is advisory only and does not bind the Directors or the Company.
Directors’ Fees
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
- “That the total fees payable to all non-executive independent Directors be increased by $25,000 to $75,000 per annum and be divided amongst the non-executive independent Directors in such manner as they determine”.
Note: The Company will disregard any votes cast on this resolution by any Director of van Eyk Three Pillars Limited and any associate of such Director. However, the Company need not disregard a vote if:
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it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
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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.
Ratification of Share Issue
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
- “That the issue of 17,356,244 fully paid ordinary Shares in the Company at an issue price of $1.225 per Share issued on 18 December 2007 to professional and sophisticated investors as identified by the advisor responsible for the raising is ratified.”
Ratification of Share Issue (continued)
Without limitation, Listing Rule 7.4 of the ASX Listing Rules is relevant to this resolution.
Note: The Company will disregard any votes cast on this resolution by any of the professional and sophisticated investors to whom these Shares were issued and any of their associates and any other person who may have participated in the issue, and any person who may have obtained a benefit (except a benefit solely in the capacity of a holder of ordinary shares) other than votes cast:
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as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
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by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.
Other Information
The Explanatory Memorandum accompanies and forms part of this notice.
All Shareholders should read the Explanatory Memorandum carefully and in its entirety. Shareholders who are in doubt regarding any part of the business of the Annual General Meeting should consult their financial or legal adviser for assistance.
Proxies
A member entitled to attend and vote is entitled to appoint not more than two proxies, who need not be members of the Company. Where a member appoints more than one proxy, each proxy must be appointed to represent a specified proportion of the member’s voting rights. Where a member appoints two proxies but fails to specify the proportion of votes the two proxies are to exercise, each proxy may exercise half the votes of the member.
Proxies must be returned to the Company’s share registry, Registries Limited, Level 7, 207 Kent Street, Sydney NSW 2000 or sent by facsimile to (612) 9279 0664 no later than 48 hours before the meeting.
Entitlement to Vote
In accordance with Section 1074E(2)(g)(i) of the Corporations Act and Regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the meeting all Shares will be taken to be held by the persons who held them as registered Shareholders at 7.00 pm (Sydney time) on Wednesday 29 October 2008.
By order of the Board
P.A. ROBERTS Company Secretary 29[th] September 2008
EXPLANATORY MEMORANDUM
This Explanatory Memorandum relates to the Annual General Meeting of the members of van Eyk Three Pillars Limited to be held at Masonic Centre, 279 Castlereagh Street, Sydney NSW 2000, on Friday 31[st] October 2008 at 2.00 pm.
Financial Report and Reports of the Directors and Auditor
This item allows Shareholders the opportunity to consider the Financial Report, Directors’ Report and Auditor’s Report of the Company. Under Section 317 of the Corporations Act the Company is required to lay these 3 reports that together comprise the Company’s Annual Report before its Shareholders at its Annual General Meeting.
RESOLUTION 1 : Re-election of Mr David Iliffe
Under Clause 6.4 of the Company’s Constitution, one-third of the Company’s Directors are required to retire and are eligible for re-election. Resolution 1 provides for the re-election of Mr David Iliffe, who being the longest in office since last being elected or re-elected, retires in accordance with Clause 6.4 of the Company’s Constitution and offers himself for re-election.
Experience, Qualifications and Special Responsibilities
Mr. David Iliffe has performed diverse roles during his career, as detailed below:
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Chartered Accountant in Public Practice 1972-2000
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Chairman of Whitefield Limited and Director since 1990
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Chairman of Sylvastate Limited and Director since 1990
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Director - Employers Mutual Limited
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Fellow of Institute of Chartered Accountants
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Fellow of Taxation Institute of Australia
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Member of Institute of Company Directors
Mr. David Iliffe is also a Member of the Audit and Nomination Committees of the Company and the Chairman of the Remuneration Committee.
RESOLUTION 2: Re-election of Mr Andrew Grant
Under Clause 6.2(c) of the Company’s Constitution, a Director appointed by the Board, either to fill a casual vacancy or as an addition to the existing directors, holds office only until the end of the next general meeting and is eligible for re-election at that meeting. Resolution 2 provides for the reelection of Mr Andrew Grant as Director of the Company in accordance with Clause 6.2(c) of the Company’s Constitution.
Experience, Qualifications and Special Responsibilities
Mr. Andrew Grant has performed diverse roles within his employment. They consist of:
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Financial management experience of more than 25 years
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Director and Principal of Technology Leasing Partnership since 1996
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Managing Director of Hal Data Services Pty Limited since 1993
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Director of Employers Mutual Limited since 2002
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Associate Member of the Chartered Institute of Management Accountants since 1986.
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Business Studies Honours degree from the City of London University
RESOLUTION 3: Remuneration Report
Resolution 3 provides Shareholders with the opportunity to vote on the Company’s Remuneration Report. Under Section 250R(2) of the Corporations Act, the Company must put the adoption of its Remuneration Report to the vote at the Annual General Meeting. The Company’s Remuneration Report is set out under the “Remuneration Report and Policy” heading in the Directors Report.
RESOLUTION 4: Directors’ Fees
In order to keep the level of Directors Fees paid comparable to other similar companies a resolution was passed at the 2007 AGM to increase fees paid to non-executive independent Directors from $20,000 per annum each to $25,000 per annum each over a two year period. The present resolution to increase the fees paid to non-executive independent Directors by $25,000 to an aggregate of $75,000 per annum is intended to make provision for remuneration of a recently appointed additional non-executive independent Director (Andrew Grant). For the 2009 financial year non-executive Directors David Iliffe, David Davis and Andrew Grant will receive fees of $25,000 each. Non-executive Director Cameron McCullagh will continue to receive no Directors’ fees.
RESOLUTION 5: Ratification of Share Issue
Resolution 5 seeks Shareholder ratification for the purposes of Listing Rule 7.4, of the issue of 17,356,244 fully paid ordinary Shares in the Company at $1.225 per Share issued to professional and sophisticated investors as identified by the advisor responsible for the raising, being clients of the advisor. This issue was the subject of an announcement to the market on 10 December 2007 and was completed on 18 December 2007.
The Shares were issued on the same terms as, and rank pari passu with, the ordinary Shares in the Company then on issue.
Listing Rule 7.1
Listing Rule 7.1 requires a listed company to obtain Shareholder approval by ordinary resolution of an issue of securities that exceeds 15% of the total number of ordinary shares on issue 12 months before the date of issue.
Listing Rule 7.4
Under Listing Rule 7.4, an issue of Shares made without prior approval under Listing Rule 7.1 is treated as having been made with approval for the purposes of Listing Rule 7.1 if:
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the issue did not breach Listing Rule 7.1; and
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holders of ordinary securities subsequently approve it.
The issue of 17,356,244 Shares did not exceed the number of Shares the Company was entitled to issue without Shareholder approval for the purposes of Listing Rule 7.1.
Resolution 5 will have the effect of ratifying the issue of these Shares for the purpose of reinstating the percentage of the Company’s Shares that can be issued without Shareholder approval under Listing Rule 7.1. Shareholder approval to the issue of Shares under Listing Rule 7.4 will reinstate the Company’s ability to issue further securities during the next 12 months.
All funds raised by the issue of the Shares have been applied to investment in accordance with the investment criteria applied by the Company’s manager, Three Pillars Portfolio Managers Pty Limited, on behalf of the Company.
Glossary
ASX means Australian Securities Exchange Limited. ASX Listing Rules or Listing Rules means the Listing Rules of ASX. Board means the board of directors of the Company. Company means van Eyk Three Pillars Limited. Corporations Act means the Corporations Act 2001 (Cth). Director means a director of the Company. Share means an ordinary share in the capital of the Company. Shareholder means the holder of a Share.
All correspondence to: Registries Limited GPO Box 3993 Sydney NSW 2001 Enquiries: 61 2 9290 9600 Facsimile: 61 2 9279 0664 www.registries.com.au [email protected]
van Eyk Three Pillars Limited ABN 91 106 854 175 Annual General Meeting Proxy Form
PROXY FORM
�[Mark this box with an 'X' if you are Issuer Sponsored and want to make any changes to your address details (see reverse)]
Appointment of Proxy
If appointing a proxy to attend the Annual General Meeting on your behalf, please complete the form and submit it in accordance with the directions at the bottom of the page.
I/We being a shareholder/shareholders of van Eyk Three Pillars Limited pursuant to my/our right to appoint not more than two proxies, appoint
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The Chairman of the Write here the name of the person you are Meeting OR appointing if this person is someone other (mark with an “X”) than the Chairman of the Meeting. or failing him/her Write here the name of the other person you are appointing.
or failing him/her, (or if no proxy is specified above) the Chairman of the meeting, as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting to be held at Masonic Centre, 279 Castlereagh Street, Sydney NSW 2000 on Friday 31 October 2008 at 2.00pm and at any adjournment of that meeting.
This proxy is to be used in respect of % of the ordinary shares I/we hold.
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If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the box. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution/s and that votes cast by the Chair of the meeting for those resolutions 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 Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution. The chair intends to vote 100% of all open proxies in favour of all resolutions.
Voting directions to your proxy – please mark ⌧ to indicate your directions
| RESOLUTION | For | Against | Abstain |
|---|---|---|---|
| * | |||
| 1. Re-election of Mr David Iliffe as a Director | � | � | � |
| 2. Re-election of Mr Andrew Grant as a Director | � | � | � |
| 3. To adopt the Remuneration Report | � | � | � |
| 4. Directors’ Fees | � | � | � |
| 5. Ratification of Share Issue | � | � | � |
- 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. Executed in accordance with section 127 of the Corporations Act:
Individual or Shareholder 1 Joint Shareholder 2 Joint Shareholder 3 Director Director / Company Secretary Sole Director & Sole Company Secretary day of 2008
Dated this
Contact Name
Contact Business Telephone / Mobile
Annual General Meeting
van Eyk Three Pillars Limited
ABN 91 106 854 175
INSTRUCTIONS FOR COMPLETING PROXY FORM
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Your pre-printed name and address is as it appears on the share register of van Eyk Three Pillars Limited. If you are Issuer Sponsored and this information is incorrect, please mark the box at the top of the proxy form and make the correction on the form. Securityholders sponsored by a broker on the CHESS subregister should advise their broker of any changes. Please note that you cannot change ownership of your securities using this form.
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Completion of a proxy form will not prevent individual shareholders from attending the Annual General Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Annual General Meeting.
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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 does not specify this proportion, each proxy may exercise half of the votes.
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A proxy need not be a shareholder of the Company.
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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.
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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.
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If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or originally certified copy) of an appropriate Power of Attorney should be produced for admission to the Annual General Meeting. Previously lodged Powers of Attorney will be disregarded by the Company.
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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 or certified photocopy of the appropriate Power of Attorney with your completed Proxy 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 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 indicate the office held by signing in the appropriate place.
- Lodgement 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 2.00pm on Wednesday 29 October 2008 (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the scheduled meeting.
Hand deliveries
Registries Limited Level 7 207 Kent Street Sydney NSW 2000
Postal address:
Registries Limited GPO Box 3993 Sydney NSW 2001
Fax number:
(02) 9279 0664