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WAM ACTIVE LIMITED AGM Information 2008

Oct 27, 2008

66032_rns_2008-10-27_b60221ec-963b-4a05-a133-74177b08b3ca.pdf

AGM Information

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WAM Active Limited ABN 49 126 420 719

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]

Name Address 1 Name Address 2 Name Address 3 Name Address 4 Name Address 5 Name Address 6

Dear Investor,

Please find enclosed a replacement Notice of Annual General Meeting to be held in the Lyceum Theatre, Wesley Centre, 220 Pitt Street, Sydney on 19 November 2008 at 2.00pm.

Yours sincerely,

Katherine Thorley Company Secretary

Level 11, 139 Macquarie Street, Sydney NSW 2000 | GPO Box 4658 Sydney NSW 2001 | ABN 49 126 420 719 Phone 02 9247 6755 | Fax 02 9247 6855 | [email protected] | www.wilsonassetmanagement.com.au

WAM ACTIVE LIMITED

A.B.N. 49 126 420 719

NOTICE OF ANNUAL GENERAL MEETING


Notice is given that the Annual General Meeting of members of WAM Active Limited (the Company) will be held in the Lyceum Theatre, Wesley Centre, 220 Pitt Street, Sydney on 19 November 2008 at 2.00pm.

Business

  1. To receive and consider the financial report, the directors’ report and the auditors’ report for the Company for the year ended 30 June 2008.

  2. To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That Mr Geoffrey Wilson retired by rotation and having offered himself for re-election in accordance with Listing Rule 14.4 be re-elected as director of the Company.”

  1. Mr Christopher Cuffe was appointed as a director by the other directors on 1 November 2007. In accordance with the Corporations Act 2001, Mr Cuffe must be confirmed as a director by resolution at the AGM.

  2. Mr John Abernethy was appointed as a director by the other directors on 6 November 2007. In accordance with the Corporations Act 2001, Mr Abernethy must be confirmed as a director by resolution at the AGM.

  3. Mr Ronald Walker was appointed as a director by the other directors on 13 March 2008. In accordance with the Corporations Act 2001, Mr Walker must be confirmed as a director by resolution at the AGM.

  4. To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That the Remuneration Report be adopted.”

The Remuneration Report is set out on pages 10 to 11 of the 2008 Annual Report. Please note that the vote on this resolution is advisory only and does not bind the Company or its directors.

  1. The current maximum total remuneration of the Directors of the Company has been set at $80,000 per annum.

For the purposes of ASX Listing Rule 10.17, shareholder approval is sought to increase the maximum aggregate amount which can be paid as fees to the Directors by $30,000 from $80,000 to $110,000 per annum.

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That the maximum total remuneration of Directors be increased from $80,000pa to $110,000pa.”

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Voting on the Ordinary Resolution

In accordance with ASX Listing Rule 14.11.1, WAM Active Limited (WAA) will disregard any votes on Ordinary Resolution 6 by the Directors and their associates. However, WAA need not disregard a vote if:

  • (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; or

  • (b) 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.

Proxies

A member entitled to attend and vote at this meeting is entitled to appoint not more than 2 proxies to attend and vote in his/her stead.

A proxy need not be a member of the Company.

If the member appoints 2 proxies the member may specify the proportion or number of votes each proxy is entitled to exercise. If no proportion or number of votes is specified, each proxy may exercise half of the votes. If the specified proportion or number of votes exceed that which the member is entitled to, each proxy may exercise half of the member’s votes. Any fractions of votes brought about by the apportionment of votes to a proxy will be disregarded.

Proxies must be:

  • (a) lodged at the Company’s share registrar, Registries Limited; or (b) received at the fax number specified below;

not later than 48 hours before the meeting ie 2.00pm (Sydney time) on Monday 17 November 2008.

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

A form of proxy is provided with this notice.

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 in the capital of the Company will be taken to be held by the persons who held them as registered holders at 7pm on Monday 17 November 2008. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

By order of the Board

Katherine Thorley Company Secretary

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