Aeris Environmental Ltd : Notice of AGM (1.29 Mb)

N OT IC E O F A N N U A L

G EN ER A L M EE T I N G

A ER I S EN V I R O N M EN TA L LT D

ABN 19 093 977 336

NOTICE IS HEREBY GIVEN that the 2013 Annual General Meeting (AGM) of the members of Aeris Environmental Ltd (the Company) will be held at the Company's offices at Level 1, Unit 5, 26-34 Dunning Avenue, Rosebery, Sydney on Friday, 15 November 2013 commencing at 11:30am.

Ordinary Business

1. To Consider the Accounts

To consider the Reports of the Directors and Auditors, and the Financial Report for the year ended 30 June 2013.

2. To Elect a Director - Mr Maurie Stang

Mr Maurie Stang retires as a Director pursuant to 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 2013 be received, approved and adopted.

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.

Postal delivery and hand delivery: Facsimilie:

Level 1, 5/26-34 Dunning Avenue, [phone]
Rosebery NSW 2018

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 2001.

Dated at Rosebery this 3rd day of October 2013.

By Order of the Board Robert J Waring Company Secretary

NOTICE OF ANNUAL GENERAL MEETING 2013 1

O R D I N A R Y BU S I N E S S

E X P L AN ATOR Y N OT E S

These Explanatory Notes set out information in connection with the business to be considered at the 2013 Aeris Environmental Ltd
Annual General Meeting.

Ordinary Business

R E S O L U T I O N 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 2013, as required by the Corporations Act.

R E S O L U T I O N 2 Election of Director - Mr Maurie Stang

Mr Maurie Stang was originally appointed a Director of the Company in July 2002. Under the Company's Constitution he retires by rotation, and being eligible, wishes to stand for re-election. Mr Stang is Chief Executive Officer of the Regional Health Care group of companies and of Novapharm Research. He has over 29 years' track record of building and managing successful companies in the Australian healthcare market and extensive networks within the life-sciences and pharmaceutical sectors, both in Australia and internationally. Since co-founding the Regional Health Care group, Mr Stang has been instrumental in building it into one of the region's leading healthcare product suppliers, with a key joint venture in the Australasian dental market and successful operating businesses across a range of medical, pharmaceutical and consumer healthcare sectors. Mr Stang is the Chairman of Nanosonics Limited (ASX:NAN).

Directors' recommendation: The Directors (except Mr M Stang) recommend that Shareholders vote in favour of Resolution 2.

R E S O L U T I O N 3 Adoption of Remuneration Report

The Remuneration Report is required to be considered for adoption in accordance with the Corporations Act. The Aeris Remuneration Report is contained in the Directors' 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. Under the Corporations Act 2001, if 25% or more of votes that are cast vote against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a "spill resolution") that another meeting be held within 90 days at which all of the Company's Directors (other than the Managing Director) must go up for re-election. The Company encourages all shareholders to cast their votes on Resolution 3 (Adoption of Remuneration Report).
In accordance with Section 250R(4) of the Corporations Act, the Company will disregard votes cast on Resolution 3 by a member of the Company's key management personnel whose remuneration details are included in the Remuneration Report, or a closely- related party of such a member, unless the vote is cast:
(a) as a proxy for a person entitled to vote in accordance with a direction on the proxy form; or
(b) by the Chairman of the meeting as proxy for a person entitled to vote and the Chairman has received express authority to vote undirected proxies as the chairman sees fit.
Key management personnel of the Company are the Directors of the Company and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company's key management personnel for the financial year to 30 June 2013. Their closely-related parties are defined in the Corporations Act 2001, and include certain of their family members, dependants and companies they control.

If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Resolution 3 by marking either "For", "Against" or "Abstain" on the Form of Proxy for that item of business.

EXPLANATORY NOTES 2

FORM OF PROXY

AERIS ENVIRONMENTAL LTD

ABN 19 093 977 336

Return Proxy Form by

Postal delivery and hand delivery: Level 1, 5/26-34 Dunning Avenue, Rosebery NSW 2018

Facsimilie:

[phone]

l/We

(Full name in blockletters)

of

(Address)

Being a shareholder of Aeris Environmental Ltd, hereby appoint:

Na me Address or, failing that person:

Na me Address

or, failing that perso n, the Chairman of the Meeting, as my/our proxy/proxies to vote far me/us and an my/our behalf at the Annua l Genera l Meeting of the Company to be held at the Com pany's offices at Level 1, Unit 5, 26-34 Dunning Avenue, Rosebery, Sydney on Friday, 15 November 2013 commencing a t 11:30am and at any adjournment thereof_

Proxy Voting lnstructions

lf you do not wish to direct your proxy how to vote, please insert X in the box. D

By marking this box, you acknowledge that, if the Chairman is your proxy, the C ha irma n may exercise your proxy even if he has an interest in the outcome ofthe resolution and votes cast by him, otherthan as proxy holder, will be disregarded because ofthat interest.

lfyou do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast yourvotes o n the resolution and your votes will not be counted in calculating the required majority Jj a poll isca/led on the resolutions.

lf the Chairman ofthe meeting is voting as your proxy, he intends to vote any undirected proxi es held o n the item of business in favour of the resolution on that item of business.

Chairman authorised to exercise undirected proxies on remuneration-related Resolution

Where 1/we have appointed the Chairman of the meeting as my/our proxy (or the Chairman becomes my/our proxy by default), l/ we expressly authorise the Chairman to exercise my/our proxy an Resolution 3 (except where 1/we have indicated a different voting intention below) even though Resolution 3 is connected directly or indirectly with the rem uneration of a me m ber of key management personnel, which includes the Chairman.

Signature of shareholder

(companies to e xecute under sealif appropriate)

Dated this

dayof 2013

lfyou d esire to direct your proxy/proxies how to vote, please insertX in the appropriate box. lfyou do not direct your proxy/proxies, the proxy holder may vote as they thinkfit or may abstain from voting.

Business

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