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NOTICE IS HEREBY GIVEN that the 21st Annual General Meeting of the members of PlatSearch NL (the "Company") will be held at The Rugby Club, Rugby Place, off 31a Pitt Street, Circular Quay, Sydney on Tuesday, 27 November 2007 commencing at 4:30pm.

ORDINARY BUSINESS

1. To receive the accounts

To receive the Reports of the Directors and Auditors, and the Financial Report for the year ended 30 June 2007.

2. To elect a Director

Mr R J Soper retires as a Director pursuant to Clause 71 of the Company’s Constitution and, being eligible, offers himself for re-election.

3. Adoption of Remuneration Report

That the Company’s Remuneration Report for the financial year ended 30 June 2007 be received, approved and adopted.

SPECIAL BUSINESS

4. Non-executive Directors’ Remuneration

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

That for the purposes of Clause 72 of the Company’s Constitution, the maximum aggregate cash-based remuneration payable to Non-executive Directors in any financial year be increased from $35,000 to $100,000.

VOTING EXCLUSION STATEMENTS

Resolution 4

The Company will disregard any votes cast on Ordinary Resolution 4 (Non-executive Directors’ Remuneration) by any Director and by an associate of any Director as provided for in Australian Securities Exchange Listing Rule 14.11.

However, the Company need not disregard a vote if:

it is cast by them, as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

it is cast by the Chairman of 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 Chairman decides.

PROXIES

To be effective, proxy forms must be received by the Company at its registered office at least 48 hours before the time for holding the meeting.

Hand Delivery: By Mail: By Facsimile:

Level 1, 80 Chandos Street PO Box 956 (02) 9906 5233

St Leonards NSW 2065 Crows Nest NSW 1585

A member entitled to attend and vote is entitled to appoint not more than two persons as his/her proxy to attend and vote instead of the member. A proxy need not be a member of the Company. If more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member’s voting rights.

Unless under Power of Attorney (which should have been noted by the Company) a proxy form by a corporation should be executed under its common seal or in accordance with the Corporations Act.

Dated at St Leonards this 17 day of October 2007.

BY ORDER OF THE BOARD

Robert J Waring

Company Secretary

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EXPLANATORY NOTES

 

These explanatory notes set out information in connection with the business to be considered at the 2007 PlatSearch NL Annual General Meeting.

ORDINARY BUSINESS

Resolution 1

Financial Report

This item of business relates to the receipt and adoption of the Company’s Financial Report for the year ended
30 June 2007.

Resolution 2

Election of Director - Mr R J Soper

Mr Raymond J Soper was originally appointed a Director of the Company in 1987. The qualifications and experience of Directors are set out in the Directors’ Report in the Annual Report. Under the Company’s Constitution, Mr Soper retires by rotation, and being eligible, wishes to stand for re-election.

Resolution 3

Adoption of the Remuneration Report

The Remuneration Report is required to be considered for adoption in accordance with the Corporations Act. The Remuneration Report is contained in the Directors’ Report (page 15 of the Annual Report). The vote on this resolution is advisory only and non-binding. The resolution gives the members the opportunity to ask questions or make comments concerning the Remuneration Report during the meeting.

Resolution 4

Non-executive Directors’ Remuneration

In accordance with Australian Securities Exchange Listing Rule 10.17 and Clause 72 of the Company’s Constitution any proposed increase in the maximum aggregate amount of cash-based remuneration payable to Non-executive Directors of the Company must be approved by Ordinary Resolution of the Company in general meeting.

The current maximum aggregate amount of $35,000 per annum was set in 1987, the year the Company was incorporated. This amount includes base fees and Superannuation Guarantee Contributions made by the Company in relation to the Non-executive Directors.

The purpose of the resolution is to approve an increase in the maximum aggregate amount of remuneration which may be paid to the Non-executive Directors by $65,000 from $35,000 per annum to a maximum aggregate of $100,000 per annum.

The proposed increase in the maximum aggregate amount of remuneration for the Non-executive Directors will allow the Company to pay Non-executive Directors base fees, Board Committee fees and Superannuation Guarantee Contributions if applicable (currently 9% per annum) to the Non-executive Directors and will allow for an expansion in the number of Directors. The current level of Non-executive Directors' fees is $11,000 per annum.

In addition to these fees, the Non-executive Directors are eligible to participate in the Employee Share Option Plan. The maximum aggregate amount of remuneration does not include the value of any options which may be granted to Non-executive Directors under the Employee Share Option Plan.

 

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Last updated 06 Feb 2008
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