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VERBREC LIMITED — AGM Information 2008
Oct 23, 2008
65992_rns_2008-10-23_783c09e7-d337-4339-ab8e-d5ca21ff23ed.pdf
AGM Information
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LogiCamms Limited ABN 90 127 897 689
Notice of Annual General Meeting and Explanatory Statement
Annual General Meeting to be held at Engineers Australia, Lecture Room 712 Murray Street, West Perth, WA on 28 November 2008 commencing at 2:00pm WDST
The Notice of General Meeting, Explanatory Statement and Proxy Form should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional adviser prior to voting.
LOGICAMMS LIMITED
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2008 Annual General Meeting of the shareholders of LogiCamms Limited ( LogiCamms or Company ) will be held at Engineers Australia, Lecture Room, 712 Murray Street in West Perth, WA on 28 November 2008 at 2:00pm WDST for the purpose of transacting the following business referred to in this Notice of Meeting.
AGENDA
BUSINESS
An Explanatory Memorandum containing information in relation to each of the following Resolutions accompanies and forms part of this Notice of Meeting.
ANNUAL REPORT
To receive and consider the financial report of the Company for the year ended 30 June 2008, together with the directors’ report, and the auditors’ report.
RESOLUTION 1 – Remuneration Report
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report be adopted.
Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.
RESOLUTION 2 – Appointment of auditor (KPMG)
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
That, for the purposes of Section 327B(1) of the Corporations Act and for all other purposes, KPMG, having consented to act as the Company’s auditor, be appointed by the Board as auditor of the Company.
RESOLUTION 3 – Re-Election of Director (David Humann – Non-Executive Chairman)
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
Mr David Humann, having retired in accordance with Rule 6.2(a) of the Company’s Constitution and Listing Rule 14.4, offers himself for re-election in accordance with the Constitution of the Company and Listing Rule 14.4 and having consented to act, be, and is hereby elected as a Director.
RESOLUTION 4 – Re-Election of Director (Garry McGrechan – Executive Director)
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
Mr Garry McGrechan, having retired in accordance with Rule 6.2(a) of the Company’s Constitution and Listing Rule 14.4, offers himself for re-election in accordance with the Constitution of the Company and Listing Rule 14.4 and having consented to act, be, and is hereby elected as a Director.
RESOLUTION 5 – Re-Election of Director (Wayne Kirby – Executive Director)
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
Mr Wayne Kirby, having retired in accordance with Rule 6.2(a) of the Company’s Constitution and Listing Rule 14.4, offers himself for re-election in accordance with the Constitution of the Company and Listing Rule 14.4 and having consented to act, be, and is hereby elected as a Director.
RESOLUTION 6 – Re-Election of Director (Peter Wall AM – Non-Executive Director)
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
Mr Peter Wall, having retired in accordance with Rule 6.2(a) of the Company’s Constitution and Listing Rule 14.4, offers himself for re-election in accordance with the Constitution of the Company and Listing Rule 14.4 and having consented to act, be, and is hereby elected as a Director.
RESOLUTION 7 – Re-Election of Director (Chris Greig – Non-Executive Director)
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
Dr Christopher Greig, having retired in accordance with Rule 6.2(a) of the Company’s Constitution and Listing Rule 14.4, offers himself for re-election in accordance with the Constitution of the Company and Listing Rule 14.4 and having consented to act, be, and is hereby elected as a Director.
RESOLUTION 8 – Approval of provision of financial assistance
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:
That, for the purposes of Section 260B of the Corporations Act and for all other purposes, Shareholders approve the provision of financial assistance by wholly-owned subsidiaries Paterson Flood Engineers Pty Ltd ( PFE ) and Competency Training Pty Ltd ( CT ), such financial assistance being outlined in the Explanatory Memorandum accompanying this notice of meeting and comprising the provision of security for the benefit of the Company to assist the Company to purchase all of the shares in PFE and CT.
Short explanation:
Under Section 260B(2) of the Corporations Act, Shareholder approval for financial assistance by a company which is a subsidiary of a listed domestic corporation must be
given by a special resolution passed at a general meeting of the Company or a resolution agreed to, at a general meeting, by all Shareholders. In this case, the Company’s whollyowned subsidiaries Paterson Flood Engineers Pty Ltd and Competency Training Pty Ltd are providing financial assistance to the Company and therefore approval of the shareholders of the Company is sought for the purposes of the Corporations Act.
Snapshot Date
The Directors have determined that for the purposes of regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the persons eligible to attend and vote at the meeting are those persons who were Shareholders at 5.00pm (WDST) on Wednesday 26 November 2008.
Incorporation of Explanatory Memorandum
The Explanatory Memorandum attached to this Notice of Meeting, is hereby incorporated into and forms part of this Notice of Meeting.
Questions from Shareholders
At the Meeting the Chairman will allow a reasonable opportunity for Shareholders to ask questions or make comments on the management of the Company and the Remuneration Report.
Mr Steedman of KPMG, as the auditor responsible for preparing the auditor's report from the year end 30 June 2008 (or his representative) will attend the Meeting. The Chairman will also allow a reasonable opportunity for Shareholders to ask the auditor questions about:
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(a) the conduct of the audit;
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(b) the preparation and content of the auditor's report;
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(c) the accounting policies adopted by the Company in relation to the preparation of financial statements; and
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(d) the independence of the auditor in relation to the conduct of the audit.
To assist the Board and the auditor of the Company in responding to questions please submit any questions you may have by mail to Level 3, 35 Outram Street, West Perth WA 6005, or by fax to +61 8 9481 5045 so that it is received by no later than close of business Friday, 21 November 2008.
As required under section 250PA of the Corporations Act, at the Meeting, the Company will distribute a list setting out the questions directed to the auditor received in writing by Friday, 21 November 2008, being questions which the auditor considers relevant to the content of the auditor's report or the conduct of the audit of the financial report for the year ended 30 June 2008. The Chairman will allow reasonable opportunity to respond to the questions set out on this list.
BY ORDER OF THE BOARD
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Ian Hobson Company Secretary Dated: 16 October 2008
LOGICAMMS LIMITED ACN 127 897 689
EXPLANATORY MEMORANDUM
This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting ( Notice of Meeting ) of LogiCamms Limited ( LogiCamms or Company ).
The Directors of the Company recommend Shareholders read this Explanatory Memorandum (which forms part of the Notice of Meeting) in full before making any decision in relation to the Resolutions. If you have any questions regarding the matters set out in this Explanatory Memorandum or the Notice of Meeting, please contact your stockbroker or other professional adviser.
Terms used in this Notice of Meeting have defined meanings which are explained in the Glossary appearing at the end of this Explanatory Memorandum.
ANNUAL REPORT
The Corporations Act requires that the Annual Report (which includes the financial report, directors’ report and auditors’ report) be laid before the Annual General Meeting.
Shareholders will be given an opportunity to ask questions and make comments about the Annual Report or the Company generally but there will be no formal resolution submitted to the Meeting in respect of it.
RESOLUTION 1 – Remuneration Report
Pursuant to section 250R(2) of the Corporations Act, the Company must put a resolution that the Remuneration Report be adopted to vote at the Annual General Meeting.
Shareholders are advised that pursuant to Section 250R(3) of the Corporations Act, this Resolution is advisory only and does not bind the Directors or the Company.
A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting.
The Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report.
RESOLUTION 2 – Appointment of auditor
KPMG was appointed as auditor of the Company in accordance with Section 327(1) of the Corporations Act. That appointment will lapse, in accordance with Section 327(2) of the Corporations Act, at the first annual general meeting of the Company.
Section 327(3) of the Corporations Act requires the appointment of an auditor at a Company’s first annual general meeting.
KPMG has been duly nominated for appointment as the Company’s auditor by a member, as required by section 328 of the Corporations Act. A copy of the nomination is attached to this notice.
The Board unanimously recommends that Shareholders vote in favour of the appointment of KPMG as the Company’s auditor.
RESOLUTION 3 – Re-Election of Director - Mr David Humann
Mr David Humann was appointed by the Board as a Director of the Company in accordance with Rule 6.2(a) of the Company’s Constitution to hold office until the next annual general meeting. Mr Humann, being eligible, now offers himself for election.
Mr Humann joined the Board on 26 October 2007 in a non-executive capacity and was appointed Chairman of the Board on that date.
David is a Chartered Accountant, Certified Practising Accountant and a Fellow of the Australian Institute of Company Directors. He was Chairman and Senior Partner of PriceWaterhouse (Hong Kong and China firm) from 1986 until 1994. He was also managing partner of PriceWaterhouse Asia Pacific Region and a member of the world board of PriceWaterhouse and the global firm's executive management committee based in London and New York. David was formerly a member of the Australia and New Zealand firm's executive and policy committee.
David is currently Chairman of Matrix Metals Limited, Mincor Resources NL and Advanced Braking Technologies Limited. He is a non executive director of Braemore Resources Plc, and Exxaro Australia Sands Pty Ltd. David's previous non executive board roles included Chairmanship of both MacMahon Holdings Ltd and Tethyan Copper Co. Ltd.
In relation to Resolution 3, the Board (other than Mr Humann) unanimously recommends the re-election of Mr Humann.
RESOLUTION 4 – Re-Election of Director - Mr Garry McGrechan
Mr Garry McGrechan was appointed by the Board as a Director of the Company in accordance with Rule 6.2(a) of the Company’s Constitution to hold office until the next annual general meeting. Mr McGrechan, being eligible, now offers himself for election.
Mr McGrechan joined the Board on 8 October 2007 in an executive capacity following the merger of Logitech and Camms.
Mr McGrechan was a founding director of Logitech, having founded Logitech with Wayne Kirby in 1993. In addition to managing the day to day needs of the personnel within Logitech, Mr McGrechan has also been the project director for many major projects in the iron ore industry and has grown the Logitech business through contracts held directly with mining companies and via major consulting companies in Western Australia.
Prior to founding Logitech, Mr McGrechan worked as a senior project manager for Minenco and for Mt Newman Mining carrying out projects for Rio Tinto and BHP mines and ports.
In relation to Resolution 4, the Board (other than Mr McGrechan) unanimously recommends the re-election of Mr McGrechan.
RESOLUTION 5 – Re-Election of Director - Mr Wayne Kirby
Mr Wayne Kirby was appointed by the Board as a Director of the Company in accordance with Rule 6.2(a) of the Company’s Constitution to hold office until the next annual general meeting. Mr Kirby, being eligible, now offers himself for election.
Mr Kirby joined the Board on 8 October 2007 in an executive capacity following the merger of Logitech and Camms.
Mr Kirby was a founding director of Logitech, having founded Logitech with Garry McGrechan in 1993. Mr Kirby has project managed many major projects as well as assisted in developing business contacts to grow Logitech over the past 14 years. His management work includes ensuring that quality systems are continuously improved to maintain the high level of customer retention.
Prior to founding Logitech, Mr Kirby worked directly for mining companies Rio Tinto and BHP and has had extensive site experience in the mining and mineral processing industries. Wayne has been responsible for growing the Queensland market for Logitech.
In relation to Resolution 5, the Board (other than Mr Kirby) unanimously recommends the reelection of Mr Kirby.
RESOLUTION 6 – Re-Election of Director - Mr Peter Wall AM
Mr Peter Wall was appointed by the Board as a Director of the Company in accordance with Rule 6.2(a) of the Company’s Constitution to hold office until the next annual general meeting. Mr Wall, being eligible, now offers himself for election.
Mr Wall joined the Board on 8 October 2007 in a non-executive capacity.
Mr Wall during his career has held senior management and director positions within S. Smith & Sons (The Yalumba Wine Company) for over 35 years. Since retiring from day to day management he has been involved in corporate governance through directorships of S. Smith and Sons and other companies and statutory boards. He is also working in relation to research and international trade facilitation for the wine industry. As a senior executive and board member of many business organisations over the years, Mr Wall brings an emphasis on fiduciary, prudential, statutory and due diligence issues.
In relation to Resolution 6, the Board (apart from Mr Wall) unanimously recommends the reelection of Mr Wall.
RESOLUTION 7 – Re-Election of Director - Dr Christopher Greig
Dr Christopher Greig was appointed by the Board as a Director of the Company in accordance with Rule 6.2(a) of the Company’s Constitution to hold office until the next annual general meeting. Dr Greig, being eligible, now offers himself for election.
Dr Greig joined the Board on 27 February 2008 in a non-executive capacity as part of the acquisition of Paterson Flood Engineers Pty Ltd and Competency Training Pty Ltd.
Dr Greig is a chemical engineer. During a career spanning 20 years he has held senior corporate and project roles in privately owned and listed companies with exposure to the engineering and construction sectors in Australia, Asia, Africa, Latin America and Europe. Dr Greig is also currently Chairman of Western Metals Limited and board member of a range of private companies.
In relation to Resolution 7, the Board (apart from Dr Greig) unanimously recommends the reelection of Dr Greig.
RESOLUTION 8 – Approval of provision of financial assistance
Background
On 30 April 2008, the Company announced that it had acquired the all of the shares in Paterson Flood Engineers Pty Ltd ( PFE ) and Competency Training Pty Ltd ( CT ) ( PFE Acquisition ).
The PFE Acquisition was made pursuant to a sale agreement dated 28 April 2008, under which the Company acquired all of the shares held (directly or indirectly) in PFE, and all of the shares held (directly or indirectly) in CT, except those shares in CT held by PFE.
The Company paid approximately $11.97 million for the shares in PFE and CT, comprising $3.57 million cash and the issue of 7,636,364 LogiCamms shares.
The PFE Acquisition was financed out of the Company’s internal resources and a facility with the National Australia Bank Limited ( NAB ) made pursuant to a facility agreement ( Facility Agreement ).
It is a requirement of the Facility Agreement that all relevant companies (which includes PFE and CT) grant guarantees and security (including a fixed and floating charge over all their assets) in favour of the NAB ( Security ).
By granting the Security, PFE and CT could be granting “financial assistance” for the acquisition of their own shares for the purposes of Section 260A of the Corporations Act.
As the provision by PFE and CT of the Security may constitute “financial assistance” for the purposes of section 260A of the Act, NAB has indicated that the terms of the Facility Agreement will require the Company to seek formal approval from its shareholders under the available procedures in the Act.
Particulars of the proposed financial assistance
It is proposed that each of PFE and CT will, in accordance with the terms of the Facility Agreement, provide the Security in relation to all amounts that may be owing from time to time under the Facility Agreement.
By becoming a guarantor and security provider under the Facility Agreement, PFE and CT will also secure any other obligations of the borrower under the Facility Agreement.
Shareholder approval of financial assistance
The approval of the shareholders of the Company in respect of the proposed financial assistance is sought under Section 260B(2) of the Act because the Company is the listed holding company of PFE and CT.
Effect of the proposed financial assistance
If there is a default in the due and punctual payment of amounts owing under the Facility Agreement or if certain other events of default occur, the Group (including PFE and CT) could be required to immediately pay on demand all amounts then owing by the Group
under the Facility Agreement. To the extent such amounts are not repaid, the Security will become enforceable by NAB.
The advantages of the proposed financial assistance include the following:
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(a) The directors of the Company believe that the Facility Agreement is the most appropriate form of financing available, in order to finance the acquisition of PFE and CT.
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(b) If the proposed resolution is not approved, PFE and CT may not be able to act as guarantors and security providers under the Facility Agreement which may prejudice the Company’s ability to achieve the best possible terms and conditions (including pricing) for these financing arrangements.
The directors of the Company do not believe there is any material disadvantage to the Company in approving the proposed resolution and believe the entry into of the Facility Agreement and the granting of the Security is for the benefit of each member of the Group (including PFE and CT).
Directors’ recommendation
The directors of the Company unanimously recommend that shareholders support the granting of financial assistance by each of PFE and CT by voting in favour of the resolution set out in the notice of meeting.
Directors’ interests
None of the directors of the Company has any interest (directly or indirectly) in the proposed financial assistance other than in relation to their position as a director or an employee of the Company, or of a related body corporate of the Company or as a shareholder of the Company.
Other relevant information
The directors consider that there is no other information that is known to the Company that is material to a shareholder’s decision on how to vote on the proposed resolution, other than information which it would be unreasonable to require the Company to include in this document as the Company has previously disclosed the information to its shareholders.
GLOSSARY
Annual Report means the Company's annual report including the reports of the Directors and the auditor and the financial statements of the Company for the year ended 30 June 2008, which can be downloaded from the Company's website at www.logicamms.com.au.
ASX means ASX Limited trading as the Australian Securities Exchange.
Board means the board of Directors.
Camms means Camms Group Holdings Pty Ltd ACN 103 283 638 and controlled entities.
Company means LogiCamms Limited ACN 127 897 689.
Corporations Act means Corporations Act 2001 (Cth).
CT means Competency Training Pty Ltd ACN 113 051 139
Director means a director of the Company.
Explanatory Memorandum means this explanatory memorandum which accompanies and forms part of the Notice of Meeting.
Group means the Company and its subsidiaries.
Listing Rules means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the Official List of the ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.
Logitech means Logitech Holdings Pty Ltd ACN 127 715 762 and controlled entities.
Meeting means the annual general meeting of the Company for the year ended 30 June 2008.
Notice of Meeting means the notice of Meeting.
PFE means Paterson Flood Engineers Pty Ltd ACN 078 567 049
Remuneration Report means the remuneration report appearing in the Annual Report.
Resolution means a resolution proposed pursuant to the Notice of Meeting.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
WDST means Western Daylight Saving Time in Perth, Western Australia.
ANNEXURE
Churchill Services Pty Ltd ATF The Churchill Services Trust ABN 89 287 107 894
Suite 6, 245 Churchill Ave SUBIACO WA 6008 PO Box 226 SUBIACO WA 6904
Ph: (08) 9217 3300 Fax: (08) 9388 3006
6 October 2008
LogiCamms Ltd Level 3, 35 Outram Street West Perth WA 6005
Dear Sirs
Churchill Services Pty Ltd, being a member of LogiCamms Limited, hereby nominates KPMG 152 St George’s Terrace Perth, Western Australia, for appointment as auditor of the company at the annual general meeting convened for 28 November 2008.
Please distribute copies of this notice as required by Section 328B(3) of the Corporations Act 2001.
Yours faithfully
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Ian Hobson Director
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LOGICAMMS LIMITED ACN 127 897 689 PROXY FORM
I/We (name of shareholder) …………………………………………………………………..................................
of (address) ……………………………………………………………………………………………………………..
being a member/members of LogiCamms Limited HEREBY APPOINT:
(name)………………………………………………………………………………...................................................
of (address) ...………………………………………………………………………..................................................
and/or failing him/her (name) …..…………….………………………………………............................................
of (address) ………………………………………………………………………………….………….......................
or failing that person then the Chairman of the Annual General Meeting as my/our proxy to act generally for me/us and to vote in accordance with the following directions or, if no directions are given, as the proxy sees fit at the Annual General Meeting of the Company to be held on 28 November 2008 at 2:00pm WDST at Engineers Australia, Lecture Room, 712 Murray Street in West Perth, WA and at any adjournment of the meeting.
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Important: If the Chairman of the Annual General Meeting is your nominated proxy, or may be appointed by default, and
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□ you have not directed your proxy how to vote on Resolutions 1 to 8 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Annual General Meeting may exercise your proxy in respect of a Resolution even if he has an interest in the outcome of that Resolution, and that the 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 votes and your votes will not be counted in computing the required majority if a poll is called on a Resolution. The Chairman of the Meeting intends to vote all undirected proxies in favour of all Resolutions.
Should you so desire to direct the proxy how to vote, you should place a cross in the appropriate box(es) below:
I/We direct my/our Proxy to vote in the following manner:
| For | Against | Abstain | |||
|---|---|---|---|---|---|
| Resolution | 1 | Remuneration Report | � | � | � |
| Resolution | 2 | Appointment of auditor | � | � | � |
| Resolution | 3 | Re-Election of Director (David Humann) | � | � | � |
| Resolution | 4 | Re-Election of Director (Garry McGrechan) | � | � | � |
| Resolution | 5 | Re-Election of Director (Wayne Kirby) | � | � | � |
| Resolution | 6 | Re-Election of Director (Peter Wall) | � | � | � |
| Resolution | 7 | Re-Election of Director (Christopher Greig) | � | � | � |
| Resolution | 8 | Approval of provision of financial assistance | � | � | � |
If no directions are given my proxy may vote as the proxy thinks fit or may abstain.
This Proxy is appointed to represent _____% of my voting right, or if two proxies are appointed Proxy 1 represents _____% and Proxy 2 represents _____% of my/our total votes. My/our total voting right is __________ shares.
By: Individuals and joint holders Companies (affix common seal if appropriate)
| By: Individuals and joint holders |
Companies (affixcommon seal ifappropriate) | |
|---|---|---|
| Signature | **Director ** | |
| Signature | Director/Company Secretary | |
| Signature | **Sole Director ** |
Dated:
Prox and Votin Instructions y g
Proxy Form
The Proxy Form (and any power of attorney or other authority, if any, under which it is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be lodged:
By hand or post to:
LogiCamms Limited Level 3, 35 Outram Street, West Perth WA 6005;
By fax: +61 8 9481 5045
not later than 48 hours before the time for holding the General Meeting i.e. no later than 2:00pm WDST on 26 November 2008. Any Proxy Form received after that time will not be valid for the scheduled Meeting.
Appointment of a Proxy
A member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy. The proxy may, but need not be, a member of the Company.
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. 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 Shareholder of the Company.
You are entitled to appoint up to two persons as 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 on +61 8 9365 8888 or you may photocopy the Proxy Form.
To appoint a second proxy you must on each Proxy Form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.
Corporate Shareholders
Corporate Shareholders should comply with the execution requirements set out on the proxy form or 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:
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directors of the company;
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a director and a company secretary of the company; or
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for a proprietary company that has a sole director who is also the sole company secretary – that director.
Votes on Resolution
You may direct your proxy how to vote by placing a mark in one of the boxes opposite the Resolutions. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on the Resolutions by inserting the percentage or number of Shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the Resolutions, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on the Resolutions will be invalid.
Voting Entitlement
For the purposes of determining voting entitlements at the Annual General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at the close of business on 26 November 2008. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.
Corporate Representatives
A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act, in which case the Company will require a certificate of appointment of the corporate representative executed in accordance with the Corporations Act. The certificate of appointment must be lodged with the Company and/or the Company's share registry, Computershare Investor Services, before the Meeting or at the registration desk on the day of the Meeting. Certificates of appointment of corporate representative are available at www.computershare.com or on request by contacting Computershare Investor Services on telephone number +61 1300 557 010.