intressant
GOCONNECT LIMITED
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting (?AGM?) of GoConnect Limited (?the Company?) will be held at Level 3, 43-51 Queen Street, Melbourne, Victoria on Friday, 25 November 2005 at 2:00pm.
ITEMS OF BUSINESS
1. To review the Financial Reports and adopt the Remuneration Report for the financial year ended 30 June 2005.
2. To re-elect Mr. Peter Thomson, retiring in accordance with Article 87 of the Constitution of the Company and being eligible for re-election, as a director.
3. To consider and, if thought fit, to pass the following as ordinary resolutions:
A. ?Approval be given to the Directors to grant Options for 600,000 shares to Mr. Richard Li under the rules of the company?s Employees Option Plan.?
B. ?Approval be given to the Directors to grant Options for 600,000 shares to Mr. Peter
Thomson pursuant to the company?s Non Executive Directors Option Plan.?
C. ?Approval be given to the Directors to grant Options for 600,000 shares to Mr. Peter
Simon pursuant to the company?s Non Executive Directors Option Plan.?
4) To transact any other ordinary business that may be lawfully brought forward.
Required Majority Resolutions under items 1, 2 and 3 are Ordinary Resolutions and will be passed if at least 50% of the votes cast by members entitled to vote attending in person or by proxy at the Annual General Meeting of the Company convened by this Notice of Meeting vote in favour. The Chairman of the meeting intends to vote undirected proxies in favour of resolutions in Items 1, 2 and 3.
Explanatory Memorandum Agenda Item 1 The Annual Report for year ended 30 June 2005 contains a Remuneration Report (refer Pages 36 to 40) which sets out the remuneration policy for the Company and reports the remuneration arrangements for Directors and Specified Executives. The Corporations Act now requires the agenda for the Annual General Meeting to include a resolution for the adoption of the Remuneration Report. The vote on this item is advisory only and is not binding on the Directors or the Company. However the Directors will take the outcome into consideration when reviewing the remuneration practices and policies of the Company.
Agenda Item 2
Pursuant to Article 87 of the Company?s Constitution, Mr. Peter Thomson will retire at the Annual General Meeting and offer himself for re-election. He was last re-elected in 2003.
Agenda Item 3
The Options issued in August 2000 under the Company?s Employees Option Plan and Non
Executive Directors Option Plan expired in August 2005. The Directors wish to continue the Company?s policy of encouraging Directors and employees to own shares in the Company by issuing fresh Options as follows:
GoConnect Employees Option Plan
? Under ASX Listing Rule 10.14, Options granted to employees who are not directors, do
not require shareholders? approval, however under the Company?s policy, the maximum
of Options granted to employees will remain at 1% of Issued Ordinary Shares
? Options to be granted in 2005 to have an exercise price of 15 cents
? Vesting date for 50% of the above Options to be the first anniversary of grant date, andthe vesting date for the balance to be the second anniversary date
? Expiry date shall be the fourth anniversary date
? The Options to be granted to employees in 2005 are to include Options for 600,000
shares to be granted to Mr. Richard Li. GoConnect Non Executive Directors Option Plan
? Maximum of Options that can be granted to remain at 2 million
? Options to be granted in 2005 to have an exercise price of 15 cents
? Vesting date for 50% of the above Options to be the first anniversary of grant date, and the vesting date for the balance to be the second anniversary date
? Expiry date shall be the fourth anniversary date
? Mr. Peter Thomson and Mr. Peter Simon are granted options for 600,000 shares each.
Under ASX Listing Rule 10.14 the acquisition of securities by a director under employees and directors incentive schemes requires the approval of shareholders.
These resolutions seek shareholders approval for the granting of Options to the named Directors under the terms proposed above.
The Company will disregard any vote cast on Item 3 A) by Mr. Richard Li, Item 3 B) by Mr. Peter Thomson and Item 3 C) by Mr. Peter Simon or any associate with such director
respectively. However, the Company need not disregard a vote if 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 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.
Appointment of Proxy If you are unable to attend the AGM, you are requested to complete the Proxy Form enclosed with this notice and return it to the Company as soon as possible to the Company?s Registered Office below, so as to arrive no later than 48 hours before the time for holding the meeting or any adjournment thereof:
Company Secretary
GoConnect Limited
6th Floor,
43-51 Queen Street,
MELBOURNE, VICTORIA, 3000
Telephone: (61 3) 9993 7000 Facsimile: (61 3) 9993 7099
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