GLOBAL HEALTH LIMITED

ABN 75 091 377 892

N O T I C E O F A N N U A L G E N E R A L M E E T I N G

Date: 13 November 2017 (Monday)

Time: 3.00pm (AEDT)

Place: Institute of Chartered Accountants Australia Level 18, 600 Bourke St, Melbourne, Victoria 3000

AGENDA

ORDINARY BUSINESS 1

  1. Reports for the Year Ended 30 June 2017 1

  2. Resolution 1: Remuneration Report 2017 1

  3. Resolution 2: Election of Director 1

  4. Resolution 3: Re-election of Director 1

    SPECIAL BUSINESS 2

  5. Resolution 4: Special Resolution for Approval of Additional 10% Placement

    Capacity under Listing Rule 7.1A .................................. 2

  6. Resolution 5: Special Resolution to adopt Part 12A of the Company's Constitution to allow the Company to sell unmarketable parcels of shares on

    behalf of shareholders 2

    OTHER BUSINESS 2

  7. To transact any other business that may be lawfully brought forward

NOTES 3

EXPLANATORY STATEMENT 4

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +613 9675 0600.

A G E N D A ORDINARY BUSINESS
  1. Reports for the Year Ended 30 June 2017

    To receive and consider the Annual Financial Report, the Directors' Report and the Independent Audit Report of the Company and its controlled entities for the financial year ended 30 June 2017.

  2. Resolution 1: Remuneration Report 2017

    To consider and, if thought fit, to pass the following resolution as a non-binding resolution:

    'That the Remuneration Report for the financial year ended 30 June 2017 (as set out in the Directors' Report) be adopted'.

    Voting Exclusion

    The Company will disregard any votes cast on this resolution by all directors and key management personnel, being persons who have authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, and any of their respective nominees or associates. The Company will also disregard the votes cast on this resolution by all closely related parties of directors and key management personnel. However the Company need not disregard a vote if it is cast by:

  3. that person (excluded from voting) as proxy, appointed in writing for a person who is entitled to vote, in accordance with the express directions on the proxy form and is not cast on behalf of a person excluded from voting or their closely related parties; or

  4. the person chairing the meeting who is appointed as proxy and the proxy:

  5. does not specify the way the proxy is to vote on the resolution; and

  6. expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.

    Please note that the Chairman of the Meeting intends to vote undirected proxies in favour of all resolutions.

    If the Chairman of the Meeting is appointed as your proxy you are expressly authorising the Chairman of the Meeting to exercise your proxy even if the resolution is connected directly or indirectly with the remuneration of a member of key management personnel.

  7. Resolution 2: Election of Director

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

    'That in accordance with the provisions of the Company's Constitution, Ms. Pattie Anne Beerens is hereby elected as a Director of the Company'.

  8. Resolution 3: Re-Election of Director

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

    'That in accordance with the provisions of the Company's Constitution, Mr. Stuart Grant Smith retires by rotation and being eligible is hereby re-elected as a Director of the Company'.

    SPECIAL BUSINESS
  9. Resolution 4: Special Resolution for Approval of Additional 10% Placement Capacity under Listing Rule 7.1A

    To consider and, if thought fit, to pass the following resolution as a special resolution:

    'That for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval be given for the issue of equity securities of up to 10% of the Company's share capital calculated in accordance with Listing Rule 7.1A, and on the terms and conditions set out in the Explanatory Statement'.

    The Company previously obtained shareholder approval under Listing Rule 7.1A at the last Annual General Meeting on 29 November 2016.

  10. Resolution 5: Special Resolution to adopt Part 12A of the Company's Constitution to allow the Company to sell unmarketable parcels of shares on behalf of shareholders

    To consider and, if thought fit, to pass the following resolution as a special resolution:

    'That in accordance with the provisions of the Company's Constitution, Part 12A of the Constitution be adopted so that the Company is allowed to sell unmarketable parcels of shares on behalf of shareholders'.

    OTHER BUSINESS
  11. To transact any other business that may be lawfully brought forward.
  12. By Order of the Board

    Glenn Fowles Company Secretary 28 September 2017

    ACN 091 377 892

    NOTICE OF ANNUAL GENERAL MEETING 2017 NOTES Proxies

    A member who is entitled to attend and vote at the Annual General Meeting may appoint a proxy.

    A proxy need not be a member of the Company.

    A proxy can be either an individual or a body corporate. If you appoint a body corporate as your proxy, that body corporate will need to ensure that it:

    • appoints an individual as its corporate representative to exercise its powers at meetings, in accordance with section 250D of the Corporations Act 2001 (Cth); and

    • provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting.

    If satisfactory evidence of appointment as corporate representative is not received before the meeting, then the body corporate (through its representative) will not be permitted to act as your proxy. If a shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the percentage or number of votes each proxy is appointed to exercise. If the proxy appointments do not specify the proportion or number of the member's voting rights that each proxy may exercise, each proxy may exercise half of the member's votes.

    A form of appointment of proxy is enclosed. To be effective, the proxy form (and, if the appointment is signed by the appointer's attorney, the authority under which it was signed or a certified copy of the authority) must be received by the Company's share registry, Link Market Services Limited, by 3.00pm (AEDT) on Saturday, 11 November 2017.

    Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using the enclosed proxy form, an additional form of proxy is available on request from the Share Registry.

    The completed Proxy Form may be:

    Mailed/delivered to the Company's share registry, Link Market Services Limited at:

    Street Address:

    Postal Address:

    Level 12

    680 George Street

    Sydney NSW 2000

    Locked Bag A14 Sydney South NSW 1235

    Faxed to Link Market Services Limited on fax: +612 9287 0309.

    Lodged On-Line: Lodge your vote on-line at Global Health Limited's Share Registry website www.linkmarketservices.com.au. If you lodge your proxy electronically you will not need to return your proxy form by mail or fax.

    Corporate Representatives

    A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act in which case the Company will require a Certificate of Appointment of Corporate Representative executed in accordance with the Corporations Act. The Certificate must be lodged with the Company before the meeting or at the registration desk on the day of the meeting. The Company will retain the certificate.

    Entitlement to Vote

    In accordance with Regulation 7.11.37 of the Corporations Regulations the Directors have set a date to determine the identity of those entitled to attend and vote at the meeting. That date is 7:00pm (AEDT) on 11 November 2017.

Global Health Limited published this content on 05 October 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 05 October 2017 06:34:08 UTC.

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