Calliden Group Limited
ACN 061 215 601
NOtICE Of ANNUAl GENERAl mEEtING
24 May 2012
Notice is hereby given that the Annual General Meeting ("the Meeting") of Calliden Group Limited ("the Company") will be held at 9.00am on Thursday 24 May 2012 at Level 7, 100 Arthur Street, North Sydney NSW 2060.
ORDINARY BUSINESS
CONSIDERAtION Of fINANCIAl REpORt
To consider the Financial Report and the reports of the
Directors and
Auditors for the year ended 31 December 2011.
Neither the Corporations Act 2001 nor the Company's
Constitution requires a vote of shareholders on the reports
or statements. However, shareholders will be given the
opportunity to ask questions or make comments on the reports
and statements at the meeting.
1. ADOptION Of REmUNERAtION REpORt
To consider and if thought fit pass the following non-binding
resolution:
"That the Remuneration Report required by section 300A of the
Corporations Act, as contained in the Directors' Report of
the Company, for the year ended 31 December 2011 be adopted,
details of which are set out in the explanatory notes to
resolution 1 in the notice of meeting."
1.1 This resolution is advisory only and does not bind the Company or the directors.
1.2 When reviewing the Company's remuneration policies the directors will consider the outcome of the vote and comments made by shareholders on the remuneration report at the meeting.
1.3 If 25% or more of votes that are cast are voted 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
/ CEO) must stand for re-election.
2. RE-ElECtION Of mR RIChARD hIll AS A DIRECtOR
To consider and if thought fit, pass the following ordinary
resolution:
"That Mr Richard Hill, being a Director of the Company,
retires by rotation in accordance with the Constitution and
being eligible, offers himself for re-election, be re-elected
as a Director of the Company, details of which are set out in
the explanatory notes to resolution 2 in the notice of
meeting."
3. RE-ElECtION Of mR jACk lOwENStEIN AS A DIRECtOR
To consider and if thought fit, pass the following ordinary resolution:
"That Mr Jack Lowenstein, being a Director of the Company, retires by rotation in accordance with the Constitution and being eligible, offers himself for re-election, be re-elected as a Director of the Company, details of which are set out in the explanatory notes to resolution 3 in the notice of meeting."
By order of the Board
NIChOlAS j v GEDDES
Company Secretary
2012
NOTICE OF ANNuAL
GENERAL MEETING
To be held at 9.00 am
Thursday, 24 May 2012
Level 7, 100 Arthur Street
North Sydney NSW 2060
Shareholders who have elected not to receive a printed copy of the Company's Annual Report may obtain a copy from the Company's website www.calliden.com.au under investors.
Registered Office
Level 7, 100 Arthur Street
North Sydney, NSW 2060
T (02) 9551 1111
vOtING EXClUSION IN RElAtION
tO thE REmUNERAtION REpORt
The Company will disregard any votes cast on:
1. ADOptION Of REmUNERAtION REpORt
By:
a) A member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
b) A closely related party of such a member.
However, a person described above may cast a vote on the
resolution if:
• The person does so as a proxy appointed in writing that
specifies how the proxy is to vote on the proposed
resolution; and
• The vote is not cast on behalf of a person described in
subparagraphs
(a) or (b) above.
EXplANAtORY NOtES
This Explanatory Memorandum has been prepared for the
shareholders of Calliden Group Limited to provide information
about the items of business to be considered at the Annual
General Meeting of shareholders to be held on Thursday
24 May 2012. Shareholders are encouraged to read this
document in full.
With the exception of Resolution 1, all of the resolutions to
be voted on are ordinary resolutions. An ordinary resolution
requires a simple majority of votes cast by shareholders
entitled to vote on the resolution in order for it to be
carried.
If appropriate and if time permits, the Chairman will discuss
key issues raised by shareholders prior to the Meeting and
will invite questions and comments from shareholders on these
key issues and any other appropriate and relevant matters
that shareholders would like to raise at the Meeting.
In addition, a reasonable opportunity will be given to
members present at the Meeting to ask the Company's auditor,
KPMG, questions relevant to the conduct of the audit, the
preparation and content of the Auditor's Report, the
accounting policies adopted by the Company in relation to the
preparation of the financial statements and the independence
of the auditor.
If you have an
issue or question that you would like discussed at the
Meeting, or would like to submit a written question to KPMG
before the Meeting, please send your issue or question to the
Company Secretary Nick Geddes at ngeddes@austcosec.com.au
hOw wIll thE ChAIRmAN vOtE AS pROXY If thE ShAREhOlDER hAS NOt
DIRECtED thE ChAIRmAN tO vOtE?
If a Shareholder appoints the Chairman of the Annual General Meeting as proxy and does not direct the Chairman how to vote on a proposed Resolution then, if that Shareholder is entitled to vote on that Resolution, the Chairman intends to vote in favour of that proposed Resolution.
1. ADOptION Of thE REmUNERAtION REpORt
Consistent with section 250R of the Corporations Act, the
Company submits to shareholders for consideration and
adoption, by way of a non-binding resolution, its
Remuneration Report for the year ended 31 December 2011.
The Remuneration
Report is a distinct section of the annual Directors' Report
which deals with the remuneration of Directors and executives
(which includes senior management) of the Company. The
Remuneration Report can be located in the Company's Annual
Report on pages 9 to 15. This is available online at www.calliden.com.au
under investors.
The resolution is advisory only and does not bind the Company
or its directors. The Board will consider the outcome of the
vote and comments made by shareholders on the remuneration
report at the meeting when reviewing the Company's
remuneration policies. If 25% or more of votes that are cast
are voted 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 / CEO) must stand for re-election. The Company
encourages all shareholders to cast their votes on Resolution
1 (Adoption of Remuneration Report).
Any undirected proxies held by the chairman of the meeting,
other directors or other Key Management Personnel or any of
their closely related parties (as that term is defined in the
Corporations Act 2001, which include certain of their family
members, dependents and companies they control) will not be
voted in respect of Resolution 1 (Adoption of Remuneration
Report) unless you direct the chairman of the meeting (only)
to vote your proxy by marking the box under the heading "If
the Chairman of the meeting is your proxy or is appointed as
your proxy by default" on the proxy form.
If you choose to appoint a proxy, you are encouraged to
direct your proxy how to vote on Resolution 1 (Adoption of
Remuneration Report) by marking either "For", "Against" or
"Abstain" on the proxy form for that item of business.
2. RE-ElECtION Of mR RIChARD hIll AS A DIRECtOR
Pursuant to the Clause 12.5 of the Constitution and ASX
Listing Rules, Mr Hill will retire by rotation and seeks
re-election.
Richard James Hill B.A, LL.B, LL.M
Age 65. Chairman. Independent Non-Executive Director
Richard Hill has extensive investment banking and management
experience. He was a founding partner of Hill Young &
Associates and formerly held a number of senior executive
positions in Hong Kong and New York with Wardley Holdings
Limited, a wholly owned subsidiary of Hong Kong & Shanghai
Banking Corporation. He was admitted as an attorney in New
York State, uSA and registered by the uS Securities and
Exchange Commission and the Ontario Securities Commission. He
is the Chairman of Sirtex Medical Limited* (since August
2006), the Chairman of Blackwall Property Group Ltd* and a
director of Biota Holdings Limited* (since November
2008).
The Board supports the re-election of Mr Hill.
3. ElECtION Of mR jACk lOwENStEIN AS A DIRECtOR
Pursuant to the Clause 12.5 of the Constitution and ASX
Listing Rules, Mr Lowenstein will retire by rotation and
seeks re-election.
Jack Theseus Lowenstein M.A (Oxon) Age 55. Non-Executive
Director
Jack Lowenstein has extensive experience in funds management.
He was a director of Hunter Hall International Limited* (from
March 2004 to November 2011) and was a director of Hunter
Hall Global Value Limited* (from December 2003 to November
2011). He is currently the Chairman of Kontiki Capital
Limited, a Fiji-based regional investment bank.
The Board supports the re-election of Mr Lowenstein.
NOtES
1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on the member's behalf. If the member is entitled to cast two or more votes at the Meeting, the member may appoint not more than two proxies to attend and vote on the member's behalf.
2. If a member appoints two proxies, each proxy should be appointed to represent a specified proportion or number of the member's votes. In the absence of such a specification, each proxy will be entitled to exercise half the votes.
3. A proxy need not be a member of the Company.
4. To appoint a proxy (or two proxies), a proxy form must be signed by the member or the member's attorney duly authorised in writing. If the member is a corporation, the proxy form must be signed either under the corporation's common seal (if any) or under the hand of its attorney or officer duly authorised.
5. To be effective, a proxy form (and, if it is signed by an attorney, the authority under which it is signed or a certified copy of the authority) must be received by the Company not later than 48 hours prior to the Meeting. Proxy forms and authorities may be sent to the Company by post, personal delivery or fax:
Computershare Investor Services Pty Limited
Street address: Level 4, 60 Carrington Street, Sydney NSW 2000
Mailing address: GPO Box 242, Melbourne VIC 3001
Fax: (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555
Web: www.investorvote.com.au and follow the instruction provided
provided that members who forward their proxy forms by fax are required to make available the original executed form of the proxy for production, if called upon so to do at the Meeting.
For custodians - who are subscribers of Intermediary Online, please submit your votes electronically via www.intermediar yonline.com
6. A corporate shareholder entitled to attend and vote at the meeting may appoint a body corporate representative to attend and vote for the shareholder. Also, as noted previously, a body corporate may be appointed as a proxy.
Calliden Group Limited will accept the original appointment, a certified copy of the appointment or a certificate from the company giving notice of the appointment as satisfactory evidence of the appointment.
You can lodge your body corporate representative appointment document before the AGM or present the document at the registration desk at the Meeting.
7. For the purposes of the Annual General Meeting, persons on the register of members as at 7.00pm on Tuesday 22 May 2012 will be treated as members. This means that if you are not the registered holder of a relevant share at that time you will not be entitled to vote in respect of that share.
* The companies denoted with * are listed on the Australian Securities Exchange
000001 000 CIX MR SAM SAMPLE FLAT 123
123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
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