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USCOM LIMITED — Proxy Solicitation & Information Statement 2011
Jan 18, 2011
65979_rns_2011-01-18_8159c3e6-3a91-4d9f-9ca4-5fd073d2a15b.pdf
Proxy Solicitation & Information Statement
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Uscom Limited ABN 35 091 028 090
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Level 7, 10 Loftus Street Sydney NSW 2000 Australia T +612 9247 4144 F +612 9247 8157 www.uscom.com.au
19th of January 2011
Dear shareholder,
You are invited to attend an Extraordinary General Meeting of Shareholders to be held at 10:00am on Thursday 24 February 2011 at Uscom Ltd office, Level 7, 10 Loftus Street, Sydney NSW 2000
Notice and explanatory memorandum are attached and will be posted to all shareholders in next few days.
By order of the Board
Yours faithfully
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D Fah Company Secretary
The measure of life.
Uscom Limited ABN 35 091 028 090 Suite 1, Level 7, 10 Loftus Street Sydney NSW 2000 Australia T +612 9247 4144 F +612 9247 8157 www.uscom.com.au
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Notice of Extraordinary General Meeting of USCOM Limited
Notice is hereby given that the Extraordinary General Meeting of members of Uscom Ltd (the Company) will be held at 10:00am on Thursday 24 February 2011 at Uscom Ltd office, Level 7, 10 Loftus Street, Sydney NSW 2000
The business to be considered at the Extraordinary General Meeting (EGM) is set out below:
AGENDA
To consider and, if thought fit, pass the following resolutions as ordinary resolutions:
Resolution 1: Ratification of previous issue of shares – Tranche 1 of Private Placement
That for the purposes of ASX Listing Rules 7.1 and 7.4 and for all other purposes, the following share issue is ratified:
- The issue of 5,747,500 Shares at an issue price of $0.30c per share to the persons described in, and on the terms set out in the Explanatory Memorandum accompanying this notice.
Voting Exclusion Statement: The Company will in accordance with the Listing Rules of the ASX, disregard any votes cast on this resolution by any person who participated in the issue and any associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or 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.
Resolution 2: Approval of the further placement of shares to investors
That for the purposes of ASX Listing Rules 7.1 and for all other purposes, approval is given to issue up to 3,585,834 Shares at an issue price of $0.30c per share to sophisticated and professional investors on the terms and conditions set out in the Explanatory Memorandum accompanying this notice.
Voting Exclusion Statement: The Company will in accordance with the Listing Rules of the ASX, disregard any votes cast on this resolution by any person who may participate in the issue and any person who might obtain a benefit if the resolution is passed (except a benefit solely in the capacity as a holder of ordinary securities) and any associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or 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.
Resolution 3: Approval of placement of shares to a Director
That for the purposes of ASX Listing Rules 10.11 and all other purposes, approval is given to issue up to 333,333 shares at an issue price of $0.30c per share to Philip Kiely (or an entity associated with Philip Kiely), a Director of the Company, on the terms and conditions set out in the Explanatory Memorandum accompanying this notice.
Voting Exclusion Statement: The Company will disregard any votes on Resolution 3 cast by Philip Kiely (or his nominated entity) who will participate in the issue, subject to shareholder approval, or any person associated with Philip Kiely (or his nominated entity). However the Company need not disregard a vote if 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 it is cast 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 and vote as the proxy decides.
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Resolution 4: Approval of placement of shares to a Director
That for the purposes of ASX Listing Rules 10.11 and all other purposes, approval is given to issue up to 333,333 shares at an issue price of $0.30c per share to Jochen Bonitz (or an entity associated with Jochen Bonitz), a Director of the Company, on the terms and conditions set out in the Explanatory Memorandum accompanying this notice.
Voting Exclusion Statement: The Company will disregard any votes on Resolution 4 cast by Jochen Bonitz (or his nominated entity) who will participate in the issue, subject to shareholder approval, or any person associated with Jochen Bonitz (or his nominated entity). However the Company need not disregard a vote if 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 it is cast 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 and vote as the proxy decides.
Resolution 5: Approval of the grant of options to a Director
That approval is given for all purposes under the Corporations Act and the ASX Listing Rules (in particular, ASX Listing Rule 10.11) for the grant of 4,000,000 options to Philip Kiely (or an entity associated with him).
Voting Exclusion Statement: The Company will disregard any votes on Resolution 5 cast by Philip Kiely (or his nominated entity) or any person associated with Philip Kiely (or his nominated entity). However the Company need not disregard a vote if 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 it is cast 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 and vote as the proxy decides.
Resolution 6: Approval of the grant of options to a Director
That approval is given for all purposes under the Corporations Act and the ASX Listing Rules (in particular, ASX Listing Rule 10.11) for the grant of 400,000 options to Jochen Bonitz (or an entity associated with him).
Voting Exclusion Statement: The Company will disregard any votes on Resolution 6 cast by Jochen Bonitz (or his nominated entity) or any associate of Jochen Bonitz (or his nominated entity). However the Company need not disregard a vote if 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 it is cast 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 and vote as the proxy decides.
By order of the Board
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Daniel Fah
Company Secretary
Sydney, 19 January 2011
Explanatory Memorandum
This Explanatory Memorandum has been prepared to assist shareholders of Uscom Ltd (the Company) to understand the business to be put to shareholders at the Extraordinary General Meeting of members of the Company to be held at 10:00am on Thursday 24 February 2011.
All of the resolutions to be voted on are ordinary resolutions. Ordinary resolutions require a simple majority of votes cast by shareholders entitled to vote on the resolution.
BACKGROUND
Capital raising
On Thursday 2nd of December, 2010 the Company announced that it proposed to undertake a private placement of up to 10 million shares at 30 cents followed by the offer of a Share Purchase Plan to all eligible shareholders. The aggregate placement amount of $3 million dollars is split into two tranches:
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a. The first tranche, which has been completed, involved the issue of 5,747,500 shares to professional and sophisticated investors to raise $1,724,250 (Tranche 1 Offer); and
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b. The second tranche, which will be completed following the EGM (subject to shareholder approval), involves the issue of up to an additional 4,252,500 shares to raise a further $1,275,750 (Tranche 2 Offer).
The proceeds will be used for working capital to expand and support the Company’s new direction to build a global distribution channel, provide superior levels of clinical training and support and establish a sound sales and marketing platform to drive sales particularly in USA, Europe and Asia.
Additionally the proceeds will allow the Company to initiate growth strategies through strategic partnerships and to fully exploit commercialisation opportunities for new clinical applications in heart failure, hypertension and electrophysiology.
The shares forming the Tranche 1 Offer were subscribed for by professional and sophisticated investors and were issued within the limit of 15% of issued capital which can be issued within a 12 month period without shareholder approval by the Company in accordance with ASX Listing Rule 7.1. No single investor will hold greater than 5% of the Company’s shares as a result of the placement.
If approved, Resolution 1 will result in the ratification of the past issue of a total of 5,747,500 shares and will refresh the ability of the Company to issue further shares up to the limit of 15% of its issued capital in the next 12 month period in accordance with ASX Listing Rule 7.1 without the need for further shareholder approval.
Under the Tranche 2 Offer, the Company expects to raise an additional amount of $1,275,750 from the issue of 4,252,500 shares in the Company. Resolution 2 provides for the approval of the issue of shares under the Tranche 2 Offer for the purposes of ASX Listing Rule 7.1 If Resolution 2 is passed the shares issued under the Tranche 2 Offer will not be counted within the limit of 15% of issued capital of the Company that may be issued in any 12 month period.
It is intended that, subject to the approval of Resolutions 3 and 4, Philip Kiely and Jocelyn Bonitz (both directors of the Company) will participate in the Tranche 2 Offer by way of their relevant nominated entities.
Grant of Options to Directors
Resolutions 5 and 6 provide for the approval of shareholders of the proposed grant of options to Philip Kiely and Jochen Bonitz respectively as part of the incentive arrangements entered into between the Company and each of these directors.
BUSINESS OF THE MEETING
Resolution 1: Ratification of previous issue of shares – Tranche 1 Offer of Private Placement
Resolution 1 provides for the ratification by the Company's shareholders of the issue of shares under the Tranche 1 Offer for the purposes of ASX Listing Rules 7.1 and 7.4.
ASX Listing Rule 7.1 provides that a listed company must not, without prior approval of its shareholders, issue securities if the number of securities issued, or when aggregated with the number of securities issued by the company in the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.
ASX Listing Rule 7.4 provides that an issue of securities made by a listed company without the prior approval of its shareholders may be treated as having been made with shareholder approval if:
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At the time the issue took place, it did not breach ASX Listing Rule 7.1; and
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The shareholders of the company, in a general meeting, subsequently ratify the issue of the shares.
Accordingly, as the share issues under the Tranche 1 Offer were made in accordance with ASX Listing Rule 7.1, Resolution 1 is proposed for the purpose of ratifying the issue of Tranche 1 Offer shares and thereby permitting the Company to issue further shares without the Tranche 1 Offer issue interfering with, or restricting, the ability for the Company to issue further securities up to the 15% limit in any subsequent 12 month period.
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ASX Listing Rule 7.5 requires the following information concerning the issue of shares in the Tranche 1 Offer to be included in this EGM notice:
• Number of securities issued
The number of shares issued under Tranche 1 Offer was 5,747,500.
• Issue price
The issue price of the shares issued under the Tranche 1 Offer was $0.30 per share in cash.
• Identity of allottee (s)
Tranche 1 Offerees – a range of sophisticated and professional investors identified by the Company. No single investor holds more than 5% of the Company’s shares as a result of the placement.
• Terms of the securities
The shares issued under Tranche 1 Offer are fully paid ordinary shares which rank equally with all other existing ordinary shares of the Company from the date of issue.
• Intended use of funds
The shares will be used for working capital for the Company to implement its global distribution strategy. Further details on the use of funds is set out in the background section of this EGM notice above.
Effect of Shareholder approval
If approved, Resolution 1 will result in the ratification of the issue of a total of 5,747,500 shares and will refresh the ability of the Company to issue further shares up to the limit of 15% of its issued capital in the next 12 month period without shareholder approval in accordance with ASX Listing Rule 7.1.
Resolutions 2 - Approval of the further placement of shares to investors
Summary of Tranche 2 Offer
ASX Listing Rule 7.1 provides that a listed company must not, without the prior approval of its shareholders, issue securities if the number of securities issued, or when aggregated with the number of securities issued by the company in the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.
Resolution 2 provides for the approval of the issue of shares under the Tranche 2 Offer for the purposes of ASX Listing Rule 7.1. Resolution 2 (if approved) will permit the Company to issue shares to sophisticated and professional investors without these Tranche 2 Offer share issues interfering with, or restricting, the ability for the Company to issue further securities up to the 15% limit in any subsequent 12 month period.
ASX Listing Rule 7.3 requires the following information concerning the issue of shares in Tranche 2 Offer to sophisticated and professional investors to be included in this EGM notice:
- Maximum number of securities to be issued
The number of shares issued under Tranche 2 Offer will be 4,252,500.
- Date by which the entity will issue and allot the securities
The proposed date of issue and allotment of the securities will be the next business day after the EGM.
• Issue price
The issue price of the shares to be issued under the Tranche 2 Offer will be $0.30 per share in cash.
• Identity of allottee (s)
The allottees will be sophisticated and professional investors identified by the Company and who participated in the Tranche 1 Offer. In addition, subject to approval of Resolution 3 Philip Kiely (by way of an associated entity) will participate in the Tranche 2 Offer and subject to the approval of Resolution 4, Jochen Bonitz (by way of an associated entity) will also participate in the Tranche 2 Offer.
• Terms of the securities
The shares issued under the Tranche 2 Offer will be fully paid ordinary shares which rank equally with all other existing ordinary shares of the Company from the date of issue.
• Intended use of funds
The shares will be used for working capital for the company to implement its global distribution strategy. Further details on the proposed use of funds is set out in the background section of this EGM notice above.
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Effect of Shareholder approval
If approved, Resolution 2 will permit the Company to issue a further 4,252,500 shares without impacting the ability of the company to subsequently issue securities up to the 15% limit in the next 12 months.
Resolutions 3 and 4: Approval of placement of shares to Directors
Resolutions 3 and 4 seek shareholder approval, for the purpose of ASX Listing Rule 10.11, for the subscription (for cash) for ordinary shares in the Company by each of Philip Kiely and Jochen Bonitz under the Tranche 2 Offer (by way of their respective nominated entities).
If Resolution 3 is approved, Philip Kiely, a Director of the Company will participate as part of the Tranche 2 Offer by way of his nominated entity. If Resolution 4 is approved, Jochen Bonitz, a Director of the Company will participate as part of the Tranche 2 Offer by way of his nominated entity.
Listing Rule 10.11
Under ASX Listing Rule 10.11 the Company must obtain the approval of its shareholders by ordinary resolution before it can issue securities to a related party or a person whose relationship with the Company or a related party is, in ASX's opinion, such that shareholder approval should be obtained. As Philip Kiely and Jochen Bonitz are directors (and therefore related parties) of the Company, the proposed issue of shares to these persons (or their nominated entities) as part of the Tranche 2 Offer requires shareholder approval under ASX Listing Rule 10.11.
ASX Listing Rule 10.13 requires the following information concerning the issue of shares to related parties to be included in this EGM notice:
- The names of the recipients of the shares under the Tranche 2 Offer
Mr. Philip Kiely related entity Kiely Family Super Fund
Mr. Jochen Bonitz related entity, 3 Pools Pty Ltd
Mr. Philip Kiely is a trustee and beneficiary Kiely Family Super Fund. Mr. Jochen Bonitz is a director and shareholder of 3 Pools Pty Ltd
- Maximum Number of securities issued
| Name of recipients | Number of securities |
|---|---|
| Mr. Philip Kiely related entity, Kiely Family Super Fund | 333,333 |
| Mr. Jochen Bonitz related entity, 3 Pools Pty Ltd | 333,333 |
- Date of the issue
The proposed date of the issue will be the next business day after the EGM.
• Issue price
The shares will be issued under the Tranche 2 Offer at $0.30 per share in cash.
• Intended use of funds
The shares will be used for working capital for the company to implement its global distribution strategy. Further details on the use of funds is set out in the background section of this EGM notice above.
• Terms of the securities
The shares issued will be fully paid ordinary shares which rank equally with all other existing ordinary shares of the Company from the date of issue.
Effect of Shareholder approval
If Resolution 3 is approved the Company will be authorized to issue up to 333,333 shares to Philip Kiely, a director of the Company (by way of his nominated entity). If Resolution 4 is approved the Company will be authorized to issue up to 333,333 shares to Jochen Bonitz, a director of the Company (by way of his nominated entity).
Resolution 5 and 6: Approval of the issue of options to Directors
As stated above, under ASX Listing Rule 10.11 the Company must obtain the approval of its shareholders by ordinary resolution before it can issue securities to a related party or a person whose relationship with the Company or a related party is, in ASX's opinion, such that shareholder approval should be obtained. As Philip Kiely and Jochen Bonitz are directors (and therefore related parties) of the Company, the proposed grant of options to these persons requires shareholder approval under ASX Listing Rule 10.11.
Under ASX Listing Rule 10.13.5 the options are issued for Nil consideration.
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Resolutions 5 & 6 seek shareholder approval for the purpose of ASX Listing Rule 10.11 to the grant of the following options to the following directors. If such approval is given by shareholders under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.
Philip Kiely, a director of the Company
Issue 4,000,000 options vested 100% at the following exercise prices
1,000,000 at an exercise price of $0.75 per option;
1,000,000 at an exercise price of $1.00 per option;
1,000,000 at an exercise price of $2.00 per option;
1,000,000 at an exercise price of $3.00 per option;
Jochen Bonitz, a director of the Company
Issue 400,000 options vested 100% at the following exercise prices
100,000 at an exercise price of $0.75 per option;
100,000 at an exercise price of $1.00 per option; 100,000 at an exercise price of $2.00 per option; 100,000 at an exercise price of $3.00 per option;
- The names of the recipients of the options related to this issue
Mr. Philip Kiely. Mr. Kiely is an experienced executive and is joining Uscom at a critical time for the Company. Mr. Kiely has the responsibility of establishing Uscom’s global marketing channels and reinvigorating the sales of the USCOM 1A. Mr. Kiely was also central to the successful raising of $3 million (subject to shareholder approval) which will assist the Company to achieve its goals. These options represent the significant portion of Mr. Kiely’s remuneration for the responsibilities that he is taking on at Uscom.
Mr. Jochen Bonitz, Mr Bonitz is a former Director at KPMG Corporate Finance with over 20 years experience in the technology sector spanning a career in programming, consulting and Mergers & Acquisitions advisory and is now an independent consultant on corporate strategy and corporate finance. Mr. Bonitz is a non-executive director and these options are being granted to him in lieu of directors fees.
- Date of the issue
The proposed date of the issue will be the next business day after the EGM.
- Vesting Date of all options
25 February 2011
- Expiry Date of all options
26 February 2016
- Use of funds
Working Capital
Proxies
For an appointment of a proxy to be effective, proxy forms must be lodged at the Company’s share registry, Registries Limited at:
Postal address: Registries Limited GPO Box 3993, Sydney NSW 2001 Fax number: (02) 9290 9655 Online: www.registries.com.au/uscomegm2011
No later than 10:00 am Sydney time on Tuesday 22 February 2011. A proxy form is provided with this notice.
Uscom Ltd. Sydney,
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Uscom Limited ABN 35 091 028 090
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FOR ALL ENQUIRIES CALL:
(within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600
FACSIMILE +61 2 9290 9655
ALL CORRESPONDENCE TO:
Registries Limited GPO Box 3993 Sydney NSW 2001 Australia
Your Address
YOUR VOTE IS IMPORTANT
FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 10am Tuesday 22 February 2011
This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.
SRN/HIN:
TO VOTE ONLINE
STEP 1 : VISIT www.registries.com.au/vote/uscomegm2011 STEP 2: Enter your holding/Investment type STEP 3: Enter your Reference Number and VAC:
TO VOTE BY COMPLETING THE PROXY FORM
STEP 1 Appointment of Proxy
Indicate here who you want to appoint as your Proxy
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.
Proxy which is a Body Corporate
Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.
Appointment of a Second Proxy
You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s securities registry or you may copy this form.
To appoint a second proxy you must:
(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
- (b) return both forms together in the same envelope.
STEP 2 Voting Directions to your Proxy
You can tell your Proxy how to vote
To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
STEP 3 Sign the Form
The form must be signed as follows :
Individual: This form is to be signed by the securityholder.
Joint Holding : where the holding is in more than one name, all the securityholders must sign.
Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.
STEP 4 Lodgement of a Proxy
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 10 am on Thursday, 24th February 2011 . Any Proxy Form received after that time will not be valid for the scheduled meeting.
Proxies may be lodged using the reply paid envelope or:
BY MAIL - Share Registry – Registries Limited, GPO Box 3993, Sydney NSW 2001 Australia
BY FAX - + 61 2 9290 9655
IN PERSON - Share Registry – Registries Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia
Vote online at:
www.registries.com.au/vote/uscomegm2011 or turnover to complete the Form �
Attending the Meeting
If you wish to attend the meeting please bring this form with you to assist registration .
Uscom Limited
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STEP 1 - Appointment of Proxy
I/We being a member/s of Uscom Ltd and entitled to attend and vote hereby appoint
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the Chairman of
the Meeting OR
(mark with an
‘X’)
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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the Extraordinary General Meeting of USCOM Limited to be held at Level 7, 10 Loftus Street, Sydney NSW 2000 at 10 am on Thursday, 24th February 2011 and at any adjournment of that meeting, to act 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.
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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
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� 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.
STEP 2 - Voting directions to your Proxy – please mark � to indicate your directions
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Ordinary Business For Against Abstain
Resolution 1 Ratification of previous issue of shares – Tranche 1 of private placement
Resolution 2 Approval of further placement of shares to investors – Tranche 2 of private placement
Resolution 3 Approval of placement of shares to a director – Phil Kiely
Resolution 4 Approval of placement of shares to a director – Jochen Bonitz
Resolution 5 Approval of issue of options to a directors – Phil Kiely
Resolution 6 Approval of issue of options to a directors – Jochen Bonitz
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In addition to the intentions advised above. The Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.
*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.
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STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact Name ……………………………….…….. Contact Daytime Telephone ………………………………….. Date / / 2011
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