2009 NOTICE OF MEETING

Size: px

Start display at page:

Download "2009 NOTICE OF MEETING"

Jean Norton
5 years ago
Views:

1 2009 NOTICE OF MEETING Gazal Corporation Limited ABN McPherson Street Banksmeadow NSW 2019 Australia Private Bag No.27 Post Office Botany October 2009 Telephone Fax Web Dear Shareholder Please accept this letter as an invitation to attend the 2009 Annual General Meeting of Gazal Corporation Limited. The meeting will commence at 11.30am on Thursday 26 November 2009 and will be held at the company s head office at 3-7 McPherson Street Banksmeadow NSW. This is the same location as last year. Attached please find a Notice of Meeting for the 2009 Annual General Meeting together with a Proxy Form. These documents, together with the Gazal Corporation Limited s 2008/09 Full Financial Report, are available on the corporate web site Only those shareholders who have elected to receive a Full Financial Report will receive a copy by post. Your Directors look forward to seeing you at this meeting however, if you are unable to attend, you may appoint a proxy to vote for you at the meeting by completing the attached Proxy Form. If you intend to appoint a proxy, please return the completed proxy form in accordance with the directions on the form by 11.30am on Tuesday 24 November Yours Faithfully Peter Wood Company Secretary GZL_AR09_NOM_V1.indd 1 22/10/ :55:33 PM

2 Notice is hereby given that the Annual General Meeting of Members of Gazal Corporation Limited (Company) will be held on Thursday, 26 November 2009 at am at: The J.S. Gazal Building 3-7 McPherson Street Banksmeadow NSW 2019 ORDINARY BUSINESS A. Annual Accounts and Reports To receive and discuss the Company s financial statements together with the reports of the Directors and Auditors thereon for the year ended 30 June B. Remuneration Report To consider and, if thought fit, pass the following resolution as an ordinary resolution: That the Company s Remuneration Report for the financial year ended 30 June 2009 be adopted. The vote on this item is advisory only and does not bind the Directors or the Company. C. Retirement and Re-election to the Board Mr Graham Paton To re-elect as a Director Mr Graham Paton, who retires by rotation in accordance with clause 3.6 of the Company s Constitution and, being eligible, offers himself for re-election. D. Affirmation of Appointment to the Board Mr Bruce Klatsky To elect as a Director Mr Bruce Klatsky, having been appointed by the Board of Directors of the Company prior to the Annual General Meeting under clause 3.3 of the Company s constitution. SPECIAL BUSINESS E. Grant of Options to Non-Executive Director Mr Bruce Klatsky To consider and, if thought fit, to pass the following resolution as an ordinary resolution: That, for the purpose of Listing Rules 7.1 and of the Listing Rules of the Australian Securities Exchange, approval is given for the Company to grant up to 1 million options to subscribe for ordinary shares of the Company to Mr Bruce Klatsky under the Gazal Group Share Option Plan on the terms referred to in the explanatory notes accompanying this Notice of Meeting. F. Grant of Options to Non-Executive Director Mr Craig Kimberley To consider and, if thought fit, to pass the following resolution as an ordinary resolution: That, for the purpose of Listing Rules 7.1 and of the Listing Rules of the Australian Securities Exchange, approval is given for the Company to grant up to 500,000 options to subscribe for ordinary shares of the Company to Mr Craig Kimberley under the Gazal Group Share Option Plan on the terms referred to in the explanatory notes accompanying this Notice of Meeting. G. Grant of Options to Non-Executive Director Mr Graham Paton To consider and, if thought fit, to pass the following resolution as an ordinary resolution: That, for the purpose of Listing Rules 7.1 and of the Listing Rules of the Australian Securities Exchange, approval is given for the Company to grant up to 500,000 options to subscribe for ordinary shares of the Company to Mr Graham Paton under the Gazal Group Share Option Plan on the terms referred to in the explanatory notes accompanying this Notice of Meeting. OTHER BUSINESS To transact any other business which may legally be brought before the meeting. VOTING EXCLUSION STATEMENT The Company will disregard any votes cast on the resolutions referred to in items E to G by: (1) a Director of the Company; and (2) any associate of a person referred to in paragraph (1). However, the Company 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. By Order of the Board Peter Wood Company Secretary Dated 21 October 2009 GZL_AR09_NOM_V1.indd 3 22/10/ :54:44 PM

3 EXPLANATORY NOTES These explanatory notes are intended to provide shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting. Item B Remuneration Report The vote on this item is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration policies and practices of the Company. The Chairman of the meeting intends to vote undirected proxies in favour of the adoption of the Remuneration Report. Item C Re-election to the Board of Graham Paton Mr Graham Paton has been a Director of the company for three years and is currently Chairman of the Risk and Audit Committee. Mr Paton has had widespread experience in the accounting profession and was previously a partner for 23 years in a large Chartered Accountancy firm. He is presently a director of Harvey Norman Holdings Limited. The Chairman of the meeting intends to vote undirected proxies in favour of the re-election of Mr Paton. Item D Affirmation of appointment to the Board Mr Bruce Klatsky 1. Background Resolution D is the affirmation of the appointment of Mr Bruce Klatsky as a Director of the Company. The Company announced the appointment of Mr Klatsky as a Director by the Board on 21 October Under clause 3.3 of the Company s Constitution a Director appointed by the Board needs to be elected by shareholders at the first Annual General Meeting of the Company after the appointment. Subject to shareholders voting in favour of his election, Mr Klatsky will assume the Chairmanship of the Board of Directors at the conclusion of the Annual General Meeting. 2. Mr Klatsky s experience Mr Klatsky was Chairman and CEO of Phillips-Van Heusen (PVH), one of the largest apparel and footwear companies in the world, from 1993 to PVH is listed on the New York Stock Exchange. During his tenure at PVH, Mr Klatsky was instrumental in growing the business and significantly increasing shareholder value. In 2002, Mr Klatsky orchestrated PVH s most significant move by leading the highly successful acquisition of Calvin Klein. On stepping down as CEO of PVH in June 2005, Mr Klatsky took on the role of non-executive Chairman of PVH for a further 2 years. He has also pursued various other business interests, including becoming one of the founding members of LNK Partners, a private equity firm based in New York that specializes in investing in outstanding consumer and retail businesses. Mr Klatsky is Vice-Chairman of the global organisation Human Rights Watch. Mr Klatsky has provided valuable advice and assistance to the Company since July 2003 in an independent advisory capacity. The Board considers Mr Klatsky to be an independent Director of the Company. The Corporate Governance Principles and Recommendations released by the ASX Corporate Governance Council in August 2007 (Corporate Governance Principles) describe an independent director as a director who is not a member of management and is free of any business or other relationship that could or could be perceived to interfere with the independent exercise of their judgment. The Corporate Governance Principles note that one of the relationships which may affect independence is where the director has been a material consultant to the company. Although Mr Klatsky has provided strategic advice to the Board and management as an independent consultant, the Board considers that Mr Klatsky meets the criteria for independence. Whilst the strategic advice provided by Mr Klatsky is considered by the Board to have been particularly helpful, his consultancy relationship was not material to either the Company or Mr Klatsky. Mr Klatsky received no cash remuneration and was prepared to accept remuneration in the form of options on terms similar to those granted to Directors and senior executives of the Company under the Gazal Group Share Option Plan 500,000 issued in July 2003 and 500,000 in December The options lapsed in 2008 and 2009 respectively. The Chairman of the meeting intends to vote undirected proxies in favour of the election of Mr Klatsky. Items E to G Issue of Options 1. Background The Company proposes issuing options to subscribe for ordinary shares of the Company to the Non-Executive Directors of the Company under the Gazal Group Share Option Plan. 2. Reasons why shareholder approval is required Listing Rule requires that shareholder approval be obtained where securities are to be issued to a Director under an employee incentive scheme. Resolutions E to G also seek shareholder approval for the purposes of Listing Rule 7.1. Under that Rule a listed company must not issue during any 12 month period any equity securities (which include options) in excess of 15% of the company s total ordinary shares on issue as at the commencement of the 12 month period (subject to certain adjustments provided for in the Listing Rules). If shareholders approve an issue of securities in accordance with the Listing Rules the securities are treated for the purposes of this calculation as having been issued at the beginning of the relevant 12 month period. This means that their issue will not constrain the number of securities that can be issued by the Company in the following 12 months under Listing Rule 7.1. GZL_AR09_NOM_V1.indd 4 22/10/ :54:45 PM

4 While the Board does not have any present intention of making an issue likely to be material for the purposes of Listing Rule 7.1, it believes that it is nonetheless prudent to preserve its flexibility in this regard by obtaining shareholder approval. 3. Disclosure requirements under the Listing Rules The information in this paragraph 3 is given in accordance with the Listing Rules: (a) The maximum number of options proposed to be issued on this occasion to the Non-Executive Directors of the Company is 2 million as follows: Name Bruce Klatsky Craig Kimberley No. of options issued 1,000,000 options 500,000 options Graham Paton 500,000 options (b) The options will be issued for Nil consideration. On exercise of an option the holder will be required to pay the exercise price for that option. In accordance with the rules of the Gazal Group Share Option Plan the Board has set the exercise price as the volume weighted average sale price of the Company s ordinary shares on the Australian Securities Exchange over a period of not less than five trading days (as determined by the Board) immediately prior to the date on which an invitation to participate in the Plan is given. When calculating the volume weighted average sale price, the Board may exclude trades which the Board considers are not fairly reflective of ordinary trading in the Company s shares. (c) The names of Directors and their associates who have received securities under any employee incentive plan of the Company since the last approval from shareholders was sought in November 2006 and the number of securities that they received is as follows: Name John Blood Michael Gazal David Gazal Craig Kimberley No. of options issued 200,000 options 200,000 options 100,000 options 150,000 options These options were granted following the last approval in November No consideration was payable for these options. All of the options have lapsed. All of the options were issued under the Gazal Group Share Option Plan. (d) Each of the Company s Directors (Bruce Klatsky, John Blood, Michael Gazal, David Gazal, Craig Kimberley and Graham Paton) is entitled to be invited from time to time to participate in the Gazal Group Share Option Plan. (e) If approved by shareholders the Company will grant the options by no later than 31 December (f) As the options will be issued for no consideration the Company will not raise any funds as a result of the issue. However to the extent if any that the options are exercised the Company expects that the funds raised through payment of the exercise price will be used primarily for working capital purposes. (g) There are no loans by the Company to the Non-Executive Directors if the options are approved by shareholders. 4. The reasons for the issue of the options The Non-Executive Directors of the Company make a substantial contribution to the Company through their business expertise, industry knowledge and associations. The Board believes that the Non-Executive Directors should be appropriately incentivised to continue to serve the Company to the best of their abilities. The Board believes that the addition of an element of the remuneration of Non-Executive Directors which is linked to the performance of the Company will reinforce an alignment between the Non-Executive Directors and shareholders. The Non-Executive Directors will only benefit from the grant of options where the trading price of the Company s shares increases. The Board proposes that the options to be issued to the Non-Executive Directors will have a graduated vesting period of three years. On the first, second and third anniversaries of the issue date of the options one third of the options will vest and become exercisable. In the event of death or permanent disability all unvested options will become exercisable. In order for a Director to fully benefit materially from the grant of the options, there needs to be a sustained increase in the trading price of the Company s shares over a period of between one and five years (when the options will expire). The Board acknowledges that the grant of the options to Non- Executive Directors does not follow recommendation 8.2 of the Corporate Governance Principles. The Board considers that in the Company s individual circumstances the grant of appropriate equity linked incentives to the Non-Executive Directors as an element of their remuneration is in the interests of the Company and shareholders as a whole. 5. Other terms of the options A number of the terms and conditions of the options are addressed above. This section sets out the remaining terms and conditions of the options. (a) An option entitles the holder to subscribe for one ordinary share of the Company. (b) Options will not be quoted on the Australian Securities Exchange. However, the Company will apply to the Australian Securities Exchange for quotation of shares issued on exercise of the options. GZL_AR09_NOM_V1.indd 5 22/10/ :54:45 PM

5 (c) The options proposed to be issued to the Non-Executive Directors will expire on the fifth anniversary of their date of grant. (d) Subject to the Listing Rules and applicable legal requirements, in accordance with the Gazal Group Share Option Plan the Board has power to make relevant determinations and to waive or modify the application of terms of the Plan and options granted under the Plan. (e) Options may not be transferred except with the consent of the Company or to an option holder s legal personal representative in the event that the option holder dies or becomes incapacitated. (f) Where the option holder retires or is made redundant, the options continue in effect for such period as the Board determines having regard to the circumstances. However if a Non-Executive Director who is issued with options leaves the Gazal Group in any other circumstances, the options held by that Director immediately lapse. (g) The rights of an option holder in respect of the options held by the holder are subject to the ASX Listing Rules as they apply to capital reorganisations. In the event of any amendment to the ASX Listing Rules, the rights of the option holder will be deemed to be amended to the extent necessary to comply with the ASX Listing Rules as amended. (h) If the options are approved by Shareholders and granted the option holder cannot participate in a new issue of Shares without first exercising that Option. PROXIES A Proxy Form accompanies this notice. A Member has the right to appoint a Proxy. A Proxy need not be a Member of the Company. A Member who is entitled to cast two or more votes may appoint two Proxies and may specify the proportion or number of votes each Proxy is appointed to exercise. If a Member appoints two Proxies and the appointment does not specify the proportion or the number of the Member s votes each Proxy may exercise, each Proxy may exercise half of those votes. Where two Proxies are appointed a separate Proxy Form should be used to appoint each Proxy. (You may copy the accompanying Proxy Form for this purpose.) The Proxy Form (and the power of attorney or other authority (if any) under which it is signed or a certified copy thereof) must be deposited at the Company s Registered Office, 3-7 McPherson Street, Banksmeadow, NSW 2019 or received by facsimile on (61 2) by am on 24 November 2009, being not less than 48 hours before the appointed time of the meeting. ENTITLEMENT TO VOTE For the purposes of determining a person s entitlement to vote at the meeting, a person will be recognised as a shareholder and the holder of shares if that person is registered as a holder of those shares at 7:00 pm Sydney time on Tuesday, 24 November (i) If a pro-rata issue (other than a bonus issue) is made to the holders of Shares, the Exercise Price of an option must be reduced in accordance with the ASX Listing Rules. The Chairman of the meeting intends to vote undirected proxies in favour of the grant of the options to Non-Executive Directors. GZL_AR09_NOM_V1.indd 6 22/10/ :54:45 PM

6 PROXY FORM Return To: Company Secretary, Gazal Corporation Limited, J.S. Gazal Building, 3-7 McPherson Street, BANKSMEADOW NSW 2019 (By 11.30am Tuesday, 24 November 2009) This proxy form must be signed by the member or by an attorney of the member. Proxy forms (and the authority, if any, under which the proxy form is signed or a certified copy thereof) must be received at the registered office of the Company (3-7 McPherson Street, Banksmeadow, NSW 2019 Facsimile (61 2) ) by am on 24 November 2009, being not less than 48 hours before the time fixed for holding the Annual General Meeting. I/We of being a Member/Members of Gazal Corporation Limited, (Name in block letters) (Address in full) hereby appoint Name of Proxy (in block letters) or, if no person is named, the Chairman of the meeting, as my/our Proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at the J.S. Gazal Building, 3-7 McPherson Street, Banksmeadow, Sydney on Thursday, 26 November 2009 at 11.30am, and at any adjournment of the meeting. My/our Proxy is authorised to exercise % or if no % is designated all, or the remainder, of my/our voting rights. VOTING To direct your proxy how to vote you should clearly indicate by placing a mark in the appropriate box below. If no instruction is given, the Proxy may vote as that person thinks fit, or abstain. The Chairman of the meeting intends to vote undirected proxies in favour of each of the resolutions set out in the Notice of Annual General Meeting. If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the box. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the resolutions and that votes cast by the Chair of the meeting for those resolutions other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your vote on the resolution and your votes will not be counted in calculation the required majority if a poll is called on the resolution. My/our Proxy is to vote in the following manner: BUSINESS For Against Abstain B. Adoption of the Remuneration Report C. To re-elect Graham Paton as a Director D. Affirmation of Appointment to the Board Mr Bruce Klatsky E. Grant of Options to Non-Executive Director Mr Bruce Klatsky F. Grant of Options to Non-Executive Director Mr Craig Kimberley G. Grant of Options to Non-Executive Director Mr Graham Paton Individual or joint shareholders each must sign. Individual or first joint shareholder Shareholder 2 Shareholder 3 Date Companies companies may execute this form in any way allowed by law. (Affix seal if required) Two Directors or a Director and a Secretary Date Sole Director and Sole Secretary Date GZL_AR09_NOM_V1.indd 7 22/10/ :55:45 PM

Superior Resources Limited

Superior Resources Limited ABN 72 112 844 407 Notice of the 2014 Annual General Meeting of Shareholders To be held at the Company s registered office, Level 2, 87 Wickham Terrace, Spring Hill, Brisbane,