For personal use only - Australian Securities Exchange

For personal use only
Notice of
extraordinary general
meeting and
explanatory
memorandum
Bisan Limited
ACN 006 301 800
Date:
Tuesday, 18 March 2014
Time:
9.30 am (Melbourne time)
Place:
Suite 506
Level 5, No.1 Princess Street
Kew, Victoria 3101
For personal use only
NOTI CE OF 2014 EXTR AORD I N ARY GENERAL
MEETING
NOTICE is given that an Extraordinary General Meeting of Bisan Limited ACN 006 301 800
(Bisan or the Company) will be held at Suite 506, Level 5, No. 1 Princess Street, Kew,
Victoria 3101 on Tuesday, 18 March 2014 at 9.30 am (Melbourne time).
BUSINESS
Shareholders are invited to consider the following items of business at the Extraordinary General
Meeting:
Ordinary Business
1. REMOVAL OF MR ALAN KAYE AS DIRECTOR
Resolution
Resolution 1 – Removal of Mr Alan Kaye as Director
Description
Lemarne Corporation Limited, a shareholder of the Company which holds at least 5%
of the votes that may be cast a general meeting, seeks the removal of Mr Alan Kaye
as a Director of the Company.
Resolution
(Ordinary)
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
THAT Mr Alan Kaye be removed as a Director of the company.
2. REMOVAL OF MR AVI KIMELMAN AS DIRECTOR
Resolution
Resolution 2 – Removal of Mr Avi Kimelman as Director
Description
Lemarne Corporation Limited, a shareholder of the Company which holds at least 5%
of the votes that may be cast a general meeting, seeks the removal of
Mr Avi Kimelman as a Director of the Company.
Resolution
(Ordinary)
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
THAT Mr Avi Kimelman be removed as a Director of the Company.
3. REMOVAL OF MR PAUL DELOSA AS DIRECTOR
Resolution
Resolution 3 – Removal of Mr Paul Delosa as Director
Description
Jascot Rise Pty Ltd, a shareholder of the Company which holds at least 5% of the
votes that may be cast a general meeting, seeks the removal of
Mr Paul Delosa as a Director of the Company.
Resolution
(Ordinary)
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
THAT Mr Paul Delosa be removed as a director of the Company in accordance
with the Company’s constitution.
Special Business
For personal use only
4. REPEAL AND REPLACEMENT OF COMPANY CONSTITUTION
Resolution 4 – Repeal and Replacement of Company Constitution
Resolution
The Company’s current constitution has not been renewed or amended since 23
January 1986. There have been substantial changes to the applicable laws and
regulations since that time, and the Company seeks to repeal its current constitution
and replace it with an updated constitution that is consistent with the current
applicable laws, regulations and corporate governance practices.
Description
To consider and, if thought fit, pass the following resolution as a special resolution:
THAT, for the purposes of section 136(1)(b) of the Corporations Act 2001 (Cth),
and for all other purposes, the constitution comprising the document tabled at
the meeting and signed by the Chairman of the meeting for the purposes of
identification, be approved and adopted as the constitution of the Company in
substitution for and to the exclusion of the existing constitution which is
repealed in its entirety.
Resolution
(Special)
Dated 14 February 2014
BY ORDER OF THE BOARD OF BISAN LIMITED
Alyn Tai
Company Secretary
Bisan Limited
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Extraordinary General Meeting 2014
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VOTING INFORMATION
SECTION 249D OF THE ACT
Voting by proxy
Under section 249D of the Act, the Directors must call and
arrange to hold a general meeting on the request of
members with at least 5% of the votes that may be cast at
the general meeting. This Extraordinary General Meeting
has therefore been convened by the Directors in response
to the Requisition Notices. The Directors are cognisant that
the meeting has been called outside the timeframes
provided by the Act; the delay in calling this Extraordinary
General Meeting was necessary to enable the Board to
engage with the relevant requisitioning shareholders with a
view to avoiding the expenses necessarily incurred through
calling a general meeting of Bisan. Following the Board’s
consultation with the requisitioning shareholders, who have
not withdrawn the Requisition Notices, the Directors have
resolved to call this Extraordinary General Meeting.
For personal use only
(a)
A shareholder entitled to attend and vote at the
Extraordinary General Meeting may appoint one
proxy or, if the shareholder is entitled to cast 2 or
more votes at the meeting, 2 proxies, to attend and
vote instead of the shareholder.
(b)
Where 2 proxies are appointed to attend and vote at
the meeting, each proxy may be appointed to
represent a specified proportion or number of the
shareholder’s voting rights at the meeting.
(c)
A proxy need not be a shareholder of the Company.
(d)
A proxy may be an individual or a body corporate. If
a body corporate is appointed, the proxy form must
indicate the full name of the body corporate and the
full name or title of the individual representative of
the body corporate for the meeting.
(e)
A proxy form accompanies this notice. If a
shareholder wishes to appoint more than 1 proxy,
they may make a copy of the proxy form attached to
this notice. For the proxy form to be valid it must be
received together with the power of attorney or
other authority (if any) under which the form is
signed, or a (notarially) certified copy of that power
of authority by 9.30am (Melbourne time) on
Sunday, 16 March 2014:



by post at Suite 3, 16 Cotham Road, Kew VIC
3101; or
by facsimile: Australia: 03 9817 7137
by facsimile: Overseas: + 61 3 9817 7137
WHY HAS THIS MEETING BEEN CALLED?
The Company has been served with three notices dated 9,
10 and 12 December 2013 requisitioning general meetings
of Bisan (collectively the Requisition Notices) pursuant to
section 249D(1) of the Corporations Act 2001 (Cth) (Act).
Two Requisition Notices dated 9 and 12 December 2013
were issued by a shareholder Lemarne Corporation
Limited (Lemarne), which holds more than 5% of the votes
that may be cast at a general meeting of the Company.
The Requisition Notice dated 10 December 2013 was
issued by a shareholder Jascot Rise Pty Ltd (Jascot Rise),
which holds more than 5% of the votes that may be cast at
a general meeting of the Company.
Lemarne is a shareholder of the Company and holds as at
the date of this Notice 12,000,000 fully paid ordinary
shares in the Company, being 8.08% of the Company’s
total issued share capital. The two Requisition Notices
from Lemarne are attached to this Notice of Meeting.
Jascot Rise is a shareholder of the Company and holds as
at the date of this Notice 8,500,000 fully paid ordinary
shares in the Company, being 5.72% of the Company’s
total issued share capital. The Requisition Notice from
Jascot Rise is similarly attached to this Notice of Meeting.
PROPOSAL OF ADDITIONAL RESOLUTIONS
The Board seeks this opportunity to propose Resolution 4
for the replacement of the Company’s existing albeit outdated constitution to shareholders at this Extraordinary
General Meeting.
QUESTIONS
In order to provide an equal opportunity for all shareholders
to ask questions of the Board, we ask you to submit in
writing any questions to the Company. Please send your
written questions via email to the Company Secretary, Ms
Alyn Tai, via email ([email protected].) Written
questions must be received by no later than 5.00pm
(Melbourne time) on Tuesday, 11 March 2014.
Your questions should relate to matters that are relevant to
the business of the Extraordinary General Meeting, as
outlined in this Notice of Meeting and Explanatory
Memorandum. A reasonable opportunity will also be
provided to shareholders attending the Extraordinary
General Meeting to ask questions of the Board, which the
Chairman will seek to address to the extent reasonably
practicable. However, there may not be sufficient time to
answer all questions at the Extraordinary General Meeting.
Please note that individual responses may not be sent to
shareholders.
VOTING AND OTHER ENTITLEMENTS
ANNUAL GENERAL MEETING
AT
THE
A determination has been made by the Board of the
Company under regulation 7.11.37 of the Corporations
Regulations 2001 that shares in the Company which are on
issue at 7.00pm (Melbourne time) on Sunday, 16 March
March 2014 will be taken to be held by the persons who
held them at that time for the purposes of the annual
general meeting (including determining voting entitlements
at the meeting).
UNDIRECTED PROXIES
Mr Patrick Volpe will chair the Meeting and intends to vote
all available undirected proxies against Resolutions 1 and
2, and in favour of Resolutions 3 and 4.
EXPL AN ATORY MEMOR ANDUM
TO NOTICE OF 2014 EXTR AORDIN AR Y GENER AL MEETING
For personal use only
REMOVAL OF DIRECTORS
Resolutions 1, 2, 3
Removal of Messrs Kaye, Kimelman and Delosa as Directors
Explanation
Resolutions 1, 2 and 3 concern the removal of Messrs Kaye, Kimelman and
Delosa as Directors of the Company.
Resolutions 1 and 2 have been proposed in response to two requisition
notices received on 9 and 12 December 2013 from Lemarne Corporation
Limited (Lemarne), requiring the Directors of the Company to propose at a
general meeting of members resolutions for the removal of Messrs Kaye and
Kimelman as Directors.
Resolution 3 has been proposed in response to a requisition notice received
on 10 December 2013 from Jascot Rise Pty Ltd (Jascot Rise), requiring the
Directors of the Company to propose at a general meeting of members a
resolution for Mr Delosa’s removal as Director.
Jascot Rise and Lemarne, being shareholders who respectively hold at least
5% of the votes which may be cast at a general meeting of the Company,
are authorised under section 249D of the Corporations Act 2001 (Cth)
(Corporations Act) to require the directors to call such a general meeting
in order to propose such a resolution.
Information about
Messrs Kaye,
Kimelman and
Delosa
Brief biographies of Messrs Kaye, Kimelman and Delosa are as follows:
Alan Kaye
Mr Kaye was born in England and qualified in Johannesburg as Chartered
Secretary in South Africa in 1970. Mr Kaye’s professional experience
includes work in the Australian accounting industry and two years as
investment analyst at London & Dominion Trust Company Ltd in South
Africa, where he was involved in research and analysis of varied sectors of
the South African economy for large funds. In his role as investment analyst,
Mr Kaye worked closely with the head analyst of Rothschild Australia. Mr
Kaye previously served on the board of Israel’s Economic Committee for
seven years. Mr Kaye currently resides in Australia.
Avi Kimelman
Mr Kimelman has held senior positions in both local and overseas listed
entities across a diverse range of investment disciplines. He has developed
a reputation within the resources sector for identifying valuable assets and
projects around the globe, raising capital for these projects through his
extensive investor network as well as successfully negotiating the
related transactions, particularly in the Mining/Oil and Gas sector. He has
been active in sourcing and securing various projects overseas whilst
maintaining interests in both printing and manufacturing plants in Australia.
Paul Delosa
Mr Delosa is an executive in the consumer goods industry. He started his
professional career in property services, assisting in the raising of capital for
owner builders and property investors, as well as project management. In
2003, Mr Delosa transitioned to the fast moving consumer goods sector in
procurement and retailing, mainly in food and produce businesses.
The Directors, Messrs Kaye, Kimelman and Delosa each abstaining from
making a recommendation for the resolution in connection with his removal,
recommend that shareholders vote:
For personal use only
Board
Recommendation
a. against Resolution 1;
b. against Resolution 2; and
c. in favour of Resolution 3.
The Chairman of the Meeting intends to vote all available proxies as follows:
Chairman’s available
proxies
a. against Resolution 1;
b. against Resolution 2; and
c. in favour of Resolution 3.
REPEAL AND REPLACEMENT OF COMPANY CONSTITUTION
Resolution 4
Repeal and Replacement of Company Constitution
Explanation
The Company’s current constitution has not been renewed or amended since 23
January 1986. There have been substantial changes in the applicable laws and
regulations since that time, and accordingly the Company seeks to repeal the
constitution and replace it with an updated constitution that is consistent with the
current applicable laws, regulations corporate governance practices.
A copy of the proposed new constitution will be sent to any shareholder on
written request made to:
Ms Alyn Tai
Company Secretary
Level 1, 61 Spring Street, Melbourne, VIC 3000
T + 61 (0) 3 9286 7502
F + 61 (0) 3 9662 1472
E [email protected]
A copy will also be available for inspection at the AGM.
For a summary of the rights and liabilities attaching to shares and other material
provisions of the proposed new constitution, refer to Annexure 1.
The resolution the subject of Resolution 4 is a special resolution. Accordingly,
at least 75% of votes cast by shareholders present and eligible to vote (in person
or by proxy) at the meeting must be in favour of this resolution for it to be
passed.
Board
Recommendation
The Directors unanimously recommend that shareholders vote in favour of
Resolution 4.
Chairman’s
available proxies
The Chairman of the Meeting intends to vote all available proxies in favour of
Resolution 4.
-ENDS-
Bisan Limited
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Extraordinary General Meeting 2014
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ANNEXURE 1
For personal use only
SUMMARY OF THE RIGHTS AND LIABILITIES ATTACHING TO SHARES AND
OTHER MATERIAL PROVISIONS OF THE PROPOSED NEW CONSTITUTION
Words that are defined in the new proposed constitution (Constitution) have the same meaning
when used in this summary. A broad summary of the significant rights attaching to the Shares and
other material provisions of the Constitution is set out below. This summary is not exhaustive nor is it
a definitive statement of the rights and liabilities of Shareholders.
General
If adopted, the Constitution will be available for inspection free of charge between
9.00a.m. and 5.00p.m., on Business Days, at the Company's registered office.
Replaceable
Rules
The provisions of the Corporations Act that apply to certain companies as
replaceable rules are displaced by this Constitution in their entirety and do not
apply to the Company.
Shares - Rights
Subject to the Constitution and to the terms of issue of Shares, all Shares attract
the following rights:
(a)
(b)
(c)
the right to receive notice of and to attend and vote at all general meetings
of the Company;
the right to receive dividends; and
in a winding up or a reduction of capital, the right to participate equally in
the distribution of the assets of the Company (both capital and surplus),
subject to any amounts unpaid on the Share and, in the case of a
reduction, to the terms of the reduction.
Voting rights
At a general meeting of the Company, every Shareholder present in person or by
proxy, representative or attorney has one vote on a show of hands and, on a poll,
one vote for each Share held.
Meetings of
members
Each Shareholder is entitled to receive notice of, attend and vote at, general
meetings of the Company and to receive all notices, accounts and other
documents required to be sent to Shareholders under the Constitution, the
Corporations Act and the Listing Rules. The Company must give at least 28 days
written notice of a general meeting of the Company.
Issue of further
Shares
Subject to the Corporations Act and the Listing Rules and any rights and
restrictions attached to a class of shares, the Company may issue, or grant
options in respect of, further Shares on such terms and conditions as the
Directors resolve.
Transfer of
Shares
Subject to the Constitution, Shares may be transferred by a proper transfer
effected in accordance with the ASX Settlement Operating Rules, by a written
instrument of transfer which complies with the Constitution or by any other
method permitted by the Corporations Act, the Listing Rules or the ASX
Settlement Operating Rules.
The Board may refuse to register a transfer of Shares where permitted to do so
under the Listing Rules. The Board must refuse to register a transfer of Shares
when required by the Listing Rules.
Dividends
The Board may from time to time resolve to pay dividends to Shareholders in
accordance with Corporations Act, the Listing Rules or the ASX Settlement
Operating Rules, and fix the amount of the dividend, the time for determining
entitlements to the dividend and the timing and method of payment. There is no
guarantee that the Company will declare any dividends in the future.
For personal use only
Dividend
reinvestment
plan
The Constitution authorises the Directors, on any terms and at their discretion, to
establish a dividend reinvestment plan (under which any Shareholder may elect
that all or part of the dividends payable by the Company be reinvested by a
subscription for Shares) (DRP).
The Directors may implement in the future a DRP. If a DRP is implemented by
the Board, Shareholders who elect to participate in the DRP will be able to
reinvest in Shares the dividends they are entitled to receive in respect of some or
all of their Shares, rather than receiving those dividends in cash.
As at the date of this Notice of Meeting, the Board has not decided to commence
operation of any DRP.
Small
Shareholdings
Subject to the Corporations Act, the Listing Rules and the ASX Settlement
Operating Rules, the Company may sell the Shares of a Shareholder who holds
less than a marketable parcel of Shares.
Proportional
takeover
provisions
The Constitution contains provisions for Shareholder approval to be required in
relation to any proportional takeover bid. These provisions will cease to apply
unless renewed by special resolution of the Shareholders in general meeting by
the third anniversary of the date of the Constitution’s adoption.
Variation of
class rights
At present, the Company’s only class of Shares on issue is ordinary shares.
Subject to the Corporations Act and the terms of issue of a class of shares, the
rights attaching to any class of shares may be varied or cancelled by:
(a)
(b)
the consent in writing of the holders of three quarters of the issued shares
included in that class; or
a special resolution passed at a separate meeting of the holders of those
shares.
In either case, the holders of not less than 10% of the votes in the class of
shares, the rights of which have been varied or cancelled, may apply to a court of
competent jurisdiction to exercise its discretion to set aside such a variation or
cancellation.
Winding up
If the Company is wound up, then subject to any rights or restrictions attached to
a class of shares, any surplus must be divided amongst shareholders in the
proportions which the amount paid (including amounts credited) on the shares of
a shareholder is of the total amount paid and payable (including amounts
credited) on the shares of all members of the Company.
Directors –
appointment
and removal
Under the Constitution, the minimum number of Directors that may comprise the
Board is three and the maximum is 10 unless the Shareholders pass a resolution
varying that number. Directors are elected at annual general meetings of the
Company.
Retirement will occur on a rotational basis so that at the close of each annual
general meeting any Director who has held office for three annual general
meetings (other than the Managing Director), or in any event, one-third of the
Directors, (other than the Managing Director) will retire and be eligible for reelection. The Directors may also appoint a Director to fill a casual vacancy on the
Board or in addition to the Directors, who will then hold office until the next annual
general meeting of the Company.
Directors –
voting
Questions arising at a meeting of the Board will be decided by a majority of votes
of the Directors present at the meeting and entitled to vote on the matter. In the
case of an equality of votes, the chairperson has a second or casting vote in
addition to his or her deliberative vote.
For personal use only
Directors –
remuneration
The Directors, other than any Executive Director, shall be paid by way of fees for
services up to the maximum aggregate sum of $300,000 per annum or such
other sum as may be approved from time to time by the Company in general
meeting. Currently, no maximum aggregate sum per annum has been set. The
Constitution also makes provision for the Company to pay all expenses of
Directors properly incurred in attending meetings and carrying out their duties.
Indemnities
The Company, to the extent permitted by law, indemnifies every person who is or
has been a Director or secretary of the Company against any liability incurred by
that person as an officer of the Company, and legal costs incurred by that person
in defending an action for a liability of that person incurred as an officer of the
Company. The Company, to the extent permitted by law, may make a payment
(whether by way of advance, loan or otherwise) to a Director in respect of legal
costs incurred by that person in defending an action for a liability of that person
incurred as an officer of the Company.
The Company, to the extent permitted by the Corporations Act, may pay, or
agree to pay, a premium for a contract insuring a Director against any liability
incurred by that person as an officer of the Company and legal costs incurred by
that person in defending an action for a liability of that person.
Amendment
The Constitution can only be amended by special resolution passed by at least
three quarters of Shareholders present (in person, by proxy or representative)
and entitled to vote on the resolution at a general meeting of the Company.
Compliance with
Listing Rules
While the Company is admitted to the Official List:
(a)
(b)
(c)
(d)
(e)
(f)
despite anything contained in the Constitution, if the Listing Rules prohibit
an act being done, the act must not be done;
nothing contained in the Constitution prevents an act being done that the
Listing Rules require to be done;
if the Listing Rules require an act to be done or not to be done, authority is
given for that act to be done or not to be done as the case may be;
if the Listing Rules require the Constitution to contain a provision and it
does not contain such a provision, the Constitution is taken to contain that
provision;
if the Listing Rules require the Constitution not to contain a provision and it
contains such a provision, the Constitution is taken not to contain that
provision; and
if any provision of the Constitution is or becomes inconsistent with the
Listing Rules, the Constitution is taken not to contain that provision to the
extent of the inconsistency.
For personal use only
For personal use only
10 December 2013
Ms Alyn Tai
Company Secretary
Bisan Limited
Level 1, 61 Spring Street
Melbourne VIC 3000
Dear Ms Tai
Notice under section 249D of the Corporations Act 2001 (Cth) requesting that the Directors call
a general meeting of Bisan Limited
Jascot Rise Pty Ltd, being a member of Bisan Limited ACN 006 301 800 (the Company) which holds
more than 5% of the votes that may be cast at a general meeting of the Company, hereby requests, for
the purposes of sections 249D and 203D of the Corporations Act 2001 (Cth), that the directors call a
general meeting of the Company to propose the following ordinary resolution:
1. THAT Mr Paul Delosa be removed as a director of the Company in accordance with the
Company’s constitution.
Yours faithfully
SIGNED on behalf of Jascot Rise Pty Ltd
Signature of Director
Mordechai Benedikt
Name of Director
For personal use only
BISAN Ltd
All proxy forms to be sent to:
 By Mail
ACN 006 301 800

For personal use only
PROXY FORM
FOR AN EXTRAORDINARY GENERAL MEETING
OF BISAN LIMITED
By Fax:
Suite 3, 16 Cotham Road
Kew VIC 3101
+61 3 9817 7137
All queries to be directed to:
Ms Alyn Tai, Company Secretary

By Phone:
+61 3 9286 7500

By Email:
[email protected]
YOUR VOTE IS IMPORTANT
For your vote to be effective it must be recorded before 9.30am (Melbourne time) on Sunday, 16 March 2014
TO VOTE BY COMPLETING THE PROXY FORM
STEP 1 APPOINTMENT OF PROXY
STEP 3 SIGN THE FORM
Indicate 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.
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.
Appointment of a Second Proxy
You are entitled to appoint up to two proxies to attend the meeting and
vote. If you wish to appoint a second proxy, an additional Proxy Form
may be obtained by contacting 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
To direct your proxy how to vote, mark 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 securities are to be
voted on any item by inserting the percentage or number that 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 for all your securities your vote
on that item will be invalid.
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 Secretary, Ms Alyn Tai by phone on: +61 3 9286 7500 or
via email at: [email protected].
STEP 4 LODGEMENT
Proxy forms (and any Power of Attorney under which it is signed) must
be received no later than 48 hours before the commencement of the
meeting, therefore by 9.30am (Melbourne time) on Sunday, 16 March
2014. Any Proxy Form received after that time will not be valid for the
scheduled meeting.
Proxy forms may be lodged:
 By Fax
Australia: 03 9817 7137
Overseas: + 61 3 9817 7137
 By Mail
Suite 3, 16 Cotham Road, Kew VIC 3101
Attending the Meeting
If you wish to attend the meeting please bring this form with you to assist
registration.
Bisan Limited
ACN 006 301 800
PROXY FORM
STEP 1
APPOINT A PROXY
For personal use only
I/We being a member/s of Bisan Limited and entitled to attend and vote hereby appoint
Appoint the Chairman of the Meeting (mark box)
OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding
the registered shareholder) you are appointing as your proxy below
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 the Company to be held at Suite 506, Level 5, No.1 Princess Street, Kew, Victoria 3101 on
Tuesday, 18 March 2014 at 9.30 am (Melbourne time) 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.
The Chairman of the Meeting intends to vote all available undirected proxies against Resolutions 1 and 2, and in favour of Resolutions 3 and
4.
STEP 2
VOTING DIRECTIONS
* 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 vote will not be counted in calculating the required majority if a poll is called.
For
Against
Abstain*
Resolution 1 Removal of Mr Alan Kaye as Director
Resolution 2 Removal of Mr Avi Kimelman as Director
Resolution 3 Removal of Mr Paul Delosa as Director
Resolution 4 Repeal and replacement of Company’s Constitution
STEP 3
SIGNATURE OF SHAREHOLDERS
This form must be signed 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
/
/ 2014

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