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
N O T I C E O F 2014 E X T R AO R D I N AR Y G E N E RAL M E E T I NG 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 Description (Ordinary) 1 Removal of Mr Alan Kaye as Director 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. 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 Description (Ordinary) 2 Removal of Mr Avi Kimelman as Director 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. 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 Description (Ordinary) 3 Removal of Mr Paul Delosa as Director 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. 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 4. REPEAL AND REPLACEMENT OF COMPANY CONSTITUTION 4 Repeal and Replacement of Company Constitution Description 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. (Special) 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. Dated 14 February 2014 BY ORDER OF THE BOARD OF BISAN LIMITED Alyn Tai Company Secretary Bisan Limited Extraordinary General Meeting 2014 2 P a g e
VOTING INFORMATION Voting by proxy (a) (b) (c) (d) (e) 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. 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. A proxy need not be a shareholder of the Company. 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. 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. SECTION 249D OF THE ACT 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. PROPOSAL OF ADDITIONAL RESOLUTIONS The Board seeks this opportunity to propose 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 (at@ccounsel.com.au.) 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 AT THE ANNUAL GENERAL MEETING 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 s 1 and 2, and in favour of s 3 and 4.
E X P L A N A T O R Y M E M O R A N D U M T O N O T I C E O F 2 0 1 4 E X T R A O R D I N A R Y G E N E R A L M E E T I N G REMOVAL OF DIRECTORS s 1, 2, 3 Removal of Messrs Kaye, Kimelman and Delosa as Directors Explanation s 1, 2 and 3 concern the removal of Messrs Kaye, Kimelman and Delosa as Directors of the Company. s 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. 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.
Board Recommendation Chairman s available proxies 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: a. against 1; b. against 2; and c. in favour of 3. The Chairman of the Meeting intends to vote all available proxies as follows: a. against 1; b. against 2; and c. in favour of 3. REPEAL AND REPLACEMENT OF COMPANY CONSTITUTION 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 at@ccounsel.com.au 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 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 Chairman s available proxies The Directors unanimously recommend that shareholders vote in favour of 4. The Chairman of the Meeting intends to vote all available proxies in favour of 4. -ENDS- Bisan Limited Extraordinary General Meeting 2014 5 P a g e
ANNEXURE 1 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 Replaceable Rules Shares - Rights 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. 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. 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 Meetings of members Issue of further Shares Transfer of Shares Dividends 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. 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. 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. 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. 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.
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 Proportional takeover provisions Variation of class rights 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. 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. 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 Directors appointment and removal Directors voting 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. 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. 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.
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 Compliance with Listing Rules 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. 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.
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
BISAN Ltd ACN 006 301 800 PROXY FORM FOR AN EXTRAORDINARY GENERAL MEETING OF BISAN LIMITED All proxy forms to be sent to: By Mail Suite 3, 16 Cotham Road Kew VIC 3101 By Fax: +61 3 9817 7137 All queries to be directed to: Ms Alyn Tai, Company Secretary By Phone: +61 3 9286 7500 By Email: at@ccounsel.com.au 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 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. 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. STEP 3 SIGN THE FORM 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. 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. 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: at@ccounsel.com.au.
Bisan Limited ACN 006 301 800 PROXY FORM STEP 1 APPOINT A PROXY 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 s 1 and 2, and in favour of s 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* 1 Removal of Mr Alan Kaye as Director 2 Removal of Mr Avi Kimelman as Director 3 Removal of Mr Paul Delosa as Director 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