Notice of Annual General Meeting - October 2009
Sep 21, 2009
MANACCOM CORPORATION LIMITED ACN 009 189 128
FINANCIAL STATEMENTS AND REPORTS
To receive and consider the Company's Annual Financial Report comprising the Directors' and Auditor's Report, Directors' Declaration, Income Statement, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Financial Statements for the year ended 30 June 2009. Note: A resolution of shareholders is not required for this item of business. 1. REMUNERATION REPORT To consider and, if thought fit, pass the following resolution, under section 250R(2) of the Corporations Act 2001: “To adopt the Remuneration Report of the Company (as set out in the Directors' Report) for the year ended 30 June 2009.” Note: The vote on this resolution is advisory only and does not bind the Directors of the Company. 2. RE-ELECTION OF MR DAVID BARWICK AS A DIRECTOR To consider and, if thought fit, pass the following resolution as an ordinary resolution: “To re-elect as a Director, Mr David Barwick who retires by rotation in accordance with ASX Listing Rule 14.4 and Article 17.1 of the Company’s Constitution and being eligible, offers himself for re-election, be and is hereby re- elected as a director.” Note: Information about Mr Barwick appears in the Explanatory Statement. SPECIAL BUSINESS 3. RATIFICATION OF MANAGEMENT OPTIONS ISSUE To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the granting on 1 May 2009 of a total of 2,200,000 Management Options to key executives of the Company, further details of which are set out in the Explanatory Statement accompanying this Notice of Meeting.” 4. ISSUE OF OPTIONS TO DIRECTORS To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That in accordance with the provisions of ASX Listing Rule 10.11 and for all other purposes, the Company be authorised to issue options to acquire unissued ordinary shares at an exercise price of $0.70 per share to the following Directors of the Company on the terms as set out in the Explanatory Statement A. Mr Ian Mackay – 550,000 options; B. Mr Mike Veverka – 550,000 options; C. Mr David Barwick – 550,000 options. Notes: A detailed summary of the proposed terms of the Director Options is contained in the Explanatory Statement. If approval is given under ASX Listing Rule 10.11 approval is not required under ASX Listing Rule 7.1. 5. ISSUE OF OPTIONS TO COMPANY SECRETARY To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That in accordance with the provisions of ASX Listing Rule 7.1 and for all other purposes, the Company be authorised to issue 250,000 options over unissued ordinary shares to Mr Bill Lyne, the Company Secretary of the Company on the terms as set out in the Explanatory Statement” 6. APPROVAL TO INCREASE DIRECTOR’S FEES To consider and, if thought fit, pass the following resolution as an ordinary resolution: ‘That, in accordance with Article 20.1 the Company’s Constitution and for the purposes of ASX Listing Rule 10.17 and for all other purposes, the maximum aggregate remuneration payable out of the funds of the Company to non- executive Directors of the Company for services as directors, including service on a committee of Directors be increased by $130,000 from $120,000 to a maximum of $250,000 per annum, to be apportioned at the Directors’ discretion.’ 7. CHANGE OF AUDITOR To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That, subject to the consent of the Australian Securities & Investments Commission to the current auditor resigning, BDO Kendalls Audit & Assurance (QLD) Pty Ltd, having been duly nominated in accordance with Section 328B(1) of the Corporations Act 2001, be appointed as Auditor of the Company.” Note: A summary of the background to this change appears in the Explanatory Statement. Also, in accordance with Section 328B(3) of the Corporations Act 2001 a copy of the notice of nomination of Auditor accompanies this Notice of Meeting. GENERAL BUSINESS To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company. By Order of the Board Bill Lyne Company Secretary 18 September 2009 PROXY, REPRESENTATIVE AND VOTING ENTITLEMENT INSTRUCTIONS A shareholder who is entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy. If a shareholder is entitled to cast two or more votes, that shareholder may appoint up to two individuals to act as proxies to attend and vote on the shareholder’s behalf. Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the shareholder's voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half (disregarding fractions) of the votes. A proxy need not be a shareholder. The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) and certificates appointing body corporate representatives 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) or certificate appointing a body corporate representative must be deposited at the Company’s Registered Office or posted to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001 or faxed to (07) 3237 2152, at least 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote. The proxy form must be deposited at the Company’s Registered Office or posted to Computershare Investor Services Pty Limited by no later than 11:30am (AEST) on 19 October 2009. The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act or other applicable corporate legislation. In the case of shares jointly held by two or more persons, all joint holders must sign the proxy form. The proxy may, but need not, be a shareholder of the Company. A proxy form is attached to this Notice of Meeting. Shareholders who are a body corporate are able to appoint representatives to attend and vote at the Meeting under Section 250D of the Corporations Act. The representative should bring evidence of his or her appointment to the meeting unless it has previously been provided to the Company or its share registry. VOTING ENTITLEMENT In accordance with Regulation 7.11.37 of the Corporations Regulations 2001, for the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7:00pm (AEST) on 19 October 2009. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting. VOTING EXCLUSIONS In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on: Resolution 3 - by the recipients of options under the plan, and their associates Resolutions 4A – Mr Ian Mackay and his associates Resolutions 4B – Mr Mike Veverka and his associates Resolutions 4C – Mr David Barwick and his associates Resolution 5 – Mr Bill Lyne and his associates Resolution 6 – the Directors of the company and their associates However, the Company will 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 a direction on the proxy form to vote as the proxy decides.