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YOWIE GROUP LTD — AGM Information 2008
Oct 20, 2008
66111_rns_2008-10-20_d84edeb7-005f-427f-87c7-158d02a0e680.pdf
AGM Information
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GSF CORPORATION LIMITED (ABN 98 084 370 669)
NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM
TIME & PLACE
The Annual General Meeting of the Shareholders of GSF Corporation Limited will be held;
Time : 9.00 am (WSST) Day/Date : Friday, 21 November 2008 Venue : 1[st] Floor 63 Hay Street Subiaco WA 6000
VOTING IN PERSON
To vote in person, attend the Annual General Meeting on the date and at the place set out above.
VOTING BY PROXY
To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Meeting as soon as possible and either:
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(a) send the proxy form by facsimile to the Company on (08) 9327 8900; or
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(b) deliver the proxy form to the Company at Level 12, 28 The Esplanade, Perth WA 6000 or
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(c) post the proxy form to the Company at PO Box Z5425, Perth WA 6831,
so that it is received not later than 9.00 am on 19 November 2008. Proxy forms received later than this time will be invalid.
Your proxy form is enclosed after the Explanatory Statement
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (08) 9380 3400.
GSF Corporation Limited
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting of Shareholders of GSF Corporation Limited will be held at 9.00 am WSST on 21 November 2008 at 1[st] Floor, 63 Hay Street, Subiaco, WA 6008.
The Explanatory Statement that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at close of business on 19 November 2008.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.
AGENDA
1. ANNUAL ACCOUNTS
“To receive and consider the annual Company financial statements and reports of the Directors and the Auditor for the year ending 30 June 2008”
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
- " “That the Remuneration Report contained in the 2008 Annual Report be adopted by shareholders.”
3. RESOLUTION 2 – ELECTION OF MR JOSHUA MANN AS A DIRECTOR
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That Mr Joshua Mann, who retires pursuant to clause 13.2 of the Constitution of GSF, being eligible and having consented to act, be elected a director of the Company effective immediately.”
4. RESOLUTION 3 – ELECTION OF MRS NADINE DONOVAN AS A DIRECTOR
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That Mrs Nadine Donovan, who retires pursuant to clause 13.4 of the Constitution of GSF, being eligible and having consented to act, be elected a director of the Company effective immediately.”
BY ORDER OF THE BOARD
LEE BOYD COMPANY SECRETARY
Page 2 of 4
GSF Corporation Limited
EXPLANATORY STATEMENT
This Explanatory Statement has been prepared for Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting. Its purpose is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.
Should you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.
1. TO RECEIVE FINANCIAL STATEMENTS AND REPORTS
The Corporations Law 2001 requires that Shareholders view the annual Company and consolidated financial statements and reports of the Directors and the Auditor each year. At the Annual General Meeting Shareholders will be given an opportunity to ask questions of the Directors and the Auditors in relation to the financial statements of the Company that have been provided to Shareholders with this Notice and Explanatory Statement at the Annual General Meeting.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
The Corporations Act requires that the Company propose a resolution that the Remuneration Report be adopted. Section 250R(3) provides that the vote on this resolution is advisory only and does not bind the Company or the Directors of the Company. In accordance with the Corporations Act, shareholders may ask questions and make comments about this report. The remuneration report can be found in the Annual Report.
3. RESOLUTIONS 2 – ELECTION OF MR JOSHUA MANN
Mr Mann was elected as a Director of GSF on 9 October 2006.
Clause 13.2 of the Company’s Constitution provides that one third of Directors retire at each annual general meeting and that the Director/s longest in office since their last election shall be the one/s to retire. Mr Mann is the director who has been longest in office since election and therefore retires pursuant to clause 13.2 of the Company’s Constitution. Being eligible, and having consented to act, Mr Mann offers himself for re-election at this annual general meeting.
Details of Mr Mann’s skills and experience are contained in the Annual Report.
Directors support the re-election of Mr Mann.
4. RESOLUTION 3 – ELECTION OF MRS NADINE DONOVAN
Mrs Donovan was appointed as a director of GSF on 8 October 2008.
Clause 13.4 of the Company’s Constitution provides that Directors of the Company may appoint other additional directors of the Company to fill a casual vacancy or as an addition to the existing number of directors. Any director appointed under Clause 13.4 holds office until the next general meeting of the Company and is then eligible for election.
Mrs Donovan retires pursuant to clause 13.4 of the Company’s Constitution. Being eligible and having consented to act, Mrs Donovan offers herself for election at this annual general meeting.
Mrs Donovan graduated with a Bachelor of Business (Accounting and Finance) from Edith Cowan University (WA) and is CPA qualified.
Mrs Donovan has 14 years' experience in financial accounting and corporate compliance with publicly listed entities. Mrs Donovan has experience in the biotechnology industry, power generation and oil and gas industries. During her career she has been involved in financial accounting, budget and tax management, compliance and regulatory ASX and ASIC reporting requirements and assisted in the restructure and re-listing processes of companies. Ms Donovan is currently a non-executive director of ASX listed ETW Corporation Ltd.
Directors support the re-election of Mrs Donovan.
Shareholder queries can be directed to the Company Secretary, Lee Boyd, on telephone (08) 9380 3400.
Page 3 of 4
GLOSSARY
Annual Report means the Company and consolidated financial statements and reports of the Directors and Auditor for the year ending 30 June 2008.
Company or GSF means GSF Corporation Limited (ABN 98 084 370 669).
Constitution means the constitution of the Company at the commencement of the Annual General Meeting.
Corporations Act means the Corporations Act 2001 (Cth).
Directors mean the current directors of the Company.
Explanatory Statement means the explanatory statement accompanying the Notice.
Annual General Meeting means the meeting convened by the Notice.
Notice means the notice of meeting accompanying this Explanatory Statement.
Resolution means a resolution contained in the Notice.
Shareholder means a holder of Shares in the Company.
WSST means Western Standard Summer Time.