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TZ LIMITED — AGM Information 2007
Oct 28, 2007
65975_rns_2007-10-28_bda88c76-0826-4f9a-84ed-b80fbb38e6e0.pdf
AGM Information
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29 October 2007
Lodged by ASX Online – 5 pages
The Manager Company Announcement Office Australian Stock Exchange Ltd. Level 4, 20 Bridge Street Sydney, NSW 2000
NOTICE OF ANNUAL GENERAL MEETING AND PROXY FORM
The Directors advise that the Annual General Meeting of the Company will be held on 29 November 2007 at 110.00am at:
The Board Room Sofitel Wentworth Hotel 61 Phillip Street Sydney NSW 2000
Attached are the Notice of the Annual General Meeting and the proxy form for that meeting.
These documents are being sent out to all shareholders with a copy of the annual report today.
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Media Enquiries
Investor Enquiries
Fraser Brown John Falconer Ph: +61 2 8233 6123 Director/Company Secretary [email protected] +61 411 420 720 [email protected]
Deb Joins +1-248-220-1471, Ext. 100 [email protected]
Sydney (Registered Office) Level 12, 37 Bligh Street Sydney NSW 2000 AUSTRALIA
Sydney (Registered Office) Chicago (Operational Headquarters) Level 12, 37 Bligh Street 520 W. Erie Street Sydney NSW 2000 AUSTRALIA Suite 210 Chicago, IL 60610, USA Ph: +612 8233 9229 Fax: +612 8211 5299 Ph: +1 312 751 2800 Fax: +1 312 751 2801
Web: www.tzlimited.com Email: [email protected]
TZ LIMITED ABN 26 073 979 272
NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting of TZ Limited ABN 26 073 979 272 will be held at 11.00am on the 29[th] of November 2007 at the Sofitel Wentworth Hotel, the Board Room, 61 Phillip Street, Sydney, New South Wales.
The business to be considered at the Annual General Meeting is set out below.
ORDINARY BUSINESS
Annual Reports and Accounts
To receive and consider the annual Financial Report, Directors’ Report and Auditor’s Report for the year ended 30 June 2007.
Resolution 1 – Re-election of Michael Otten as Director
To consider, and if thought fit, to pass the following ordinary resolution:
“ That Mr Michael Otten, a Director of the Company retiring in accordance with regulation 14.5 of the Company’s Constitution and ASX Listing Rule 14.4 and, being eligible, offers himself for re-election, be re-elected as a Director of the Company. ”
Mr Otten specialises in the area of marketing and communications strategies. The Company is of the view that he will bring a valuable dimension to the Company’s shareholder and investor communications program. Mr Otten lives in Australia and has been a supporter of the Company since its early days.
The Directors recommend that Mr Otten be re-elected as a director of the Company.
Resolution 2 – Directors’ Remuneration Report
To consider and, if thought fit, to pass the following ordinary resolution:
“That the Directors’ Remuneration Report for the year ended 30 June 2007 is approved for the purposes of the Corporations Act 2001 (Cth) .”
The Directors’ Remuneration Report is included in the Company’s Annual Report 2007. The Corporations Act provides that at a listed company’s Annual General Meeting, a resolution that the remuneration report be adopted must be put to the vote. Shareholders will be given the opportunity to ask questions about or make comments on the remuneration report at the meeting.
The vote on the resolution is advisory only and does not bind the Directors or the Company.
TZ LIMITED ABN 26 073 979 272
VOTING EXCLUSION STATEMENT
The Company will disregard any votes cast on Resolution 1 any Director of the Company and their associates. However, the Company need not disregard a vote if:
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(a) 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; and
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(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote in accordance with the direction on the proxy form to vote as the proxy decides
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By order of the Board
Mr John Falconer Company Secretary 26 October 2007
Voting Entitlements
In accordance with regulation 7.11.37 of the Corporations Regulations, the Directors have determined that the shareholding of each shareholders for the purposes of ascertaining voting entitlements for the Annual General Meeting will be as it appears in the share register at 11.00am Sydney time on 27 November 2007. Only those persons will be entitled to vote at the Annual General Meeting on 29 November 2007.
Notes regarding proxies
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Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative.
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A member entitled to attend and vote at the meeting has the right to appoint no more than two proxies.
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A member who is 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.
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If the member appoints two proxies and the appointment does not specify the proportion or the number of the member’s votes each proxy may exercise, each proxy may exercise one half of the member’s votes. If the member appoints two proxies, neither proxy may vote on a show of hands.
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A proxy need not be a member of the Company.
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A proxy form must be signed by the member or his or her power of attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed by a Director, Company Secretary, Sole Director and Sole Company Secretary or under the hand of a duly authorised officer or attorney.
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The proxy form (and any Power of Attorney under which it is signed) must be received by facsimile on +61 2 8211 5299 or by mail or delivery to the registered office of TZ Limited being Level 12, 37 Bligh Street, Sydney, New South Wales, 2000 no later than 48 hours before the commencement of the Annual General Meeting that is, by no later than 11.00am on 27 November 2007. Any proxy form received after that time will not be valid for the scheduled meeting.
TZ LIMITED ABN 26 073 979 272
PROXY FORM – 2007 ANNUAL GENERAL MEETING
Australian Registered Office – Level 12, 37 Bligh Street, Sydney, New South Wales, 2000
SECTION 1 - FIRST PROXY
I/We (name) ....................................................................................................................................... of (address) .......................................................................................................................................
being a member/members of TZ LIMITED and entitled to attend and vote hereby appoint
.......................................................................................................................................
or failing the person so 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 ......... % of my/our voting rights, as directed hereunder (or if no directions have been given, as the Proxy sees fit), for and on my/our behalf at the Annual General Meeting of shareholders of the Company convened to be held on 29 November 2007 and at any adjournment thereof.
SECTION 2 - SECOND PROXY
I/We (name) ....................................................................................................................................... of (address) .......................................................................................................................................
being a member/members of TZ LIMITED hereby appoint
.......................................................................................................................................
or failing him or her, the Chairman of the Meeting as my/our proxy to represent and to vote .......% of my/our voting rights, as directed hereunder, for and on my/our behalf at the Annual General Meeting of shareholders of the Company convened to be held on 29 November 2007 and at any adjournment thereof.
SECTION 3 – DIRECTIONS AS TO VOTING BY PROXY
Voting directions to your Proxy – please mark X to indicate your directions: BUSINESS: FOR AGAINST ABSTAIN* RESOLUTION 1 Re-election of Michael Otten as director RESOLUTION 2 Approval of Directors’ Remuneration Report
* 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.
SECTION 4 – EXERCISE OF PROXY BY CHAIRMAN OF THE MEETING
If the Chairman of the Meeting is to be your proxy, or may be appointed by default and you have not directed your proxy how to vote on items 4 and 8 above, 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 that resolution and that votes cast by him, other than as 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 vote on any of the resolutions and your vote will not be counted in calculating the required majority if a poll is called on any resolution. The Chairman of the Meeting intends to vote undirected proxies in favour of the resolutions.
TZ LIMITED ABN 26 073 979 272
SECTION 5 – EXECUTION OF PROXY FORM
Dated the ................................................. day of ....................................................................... 2007
This section must be signed in accordance with the instructions below to enable your directions to be implemented.
Individual or Security holder 1 Security holder 2 Security holder 3 Sole Director and sole Company Secretary Director Director/ Company Secretary Full Name……………………… Full Name……………………… Full Name……………………
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Security holder 2 Security holder 3
Director Director/ Company Secretary
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NOTES
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A proxy need not be a member of the Company.
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A member entitled to attend the Meeting is entitled to appoint no more than two proxies. Where more than one proxy is appointed, both sections 1 and 2 must be completed. The appointment of 2 proxies shall have no effect unless each proxy is appointed to represent a specified portion of the member’s voting rights.
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To direct the proxy, place a tick or cross in the appropriate box against each item in Section 3. Where more than one proxy is appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.
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You may appoint as your proxy “The Chairman of the Meeting”. Please refer to Section 4 of this Form
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Where the shareholder is an individual, that individual must sign. A proxy given by a corporation must be executed by two Directors or a Director and Company Secretary or under power of attorney. Where the corporation has a sole director who is also the sole Company Secretary, that person must sign. Where a proxy form is signed under power of attorney, a certified copy of the power of attorney is to be delivered to the Australian registered office of the Company, as set out below.
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Either of the joint holders of a share may sign the proxy form.
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The proxy form (and any Power of Attorney under which it is signed) must be received by facsimile on +61 2 8211 5299 or by mail or delivery to the registered office of TZ Limited being Level 12, 37 Bligh Street, Sydney, New South Wales, 2000 no later than 48 hours before the commencement of the Annual General Meeting .