NOTICE IS HEREBY GIVEN that the Annual General Meeting of Azure Healthcare Limited (“Company”) will be held at 12.00 noon (Melbourne time) on Thursday, 22 November 2012, at the offices of Azure Healthcare Limited, Level 18, 60 Albert Road, South Melbourne, Victoria to transact the following business.
1 Financial Statements and Reports
To receive and consider the Financial Report of the Company and the Reports of the Directors and Auditor for the year ended 30 June 2012.
2 Election of Directors
To consider, and if thought fit, pass the following resolution as an ordinary resolution: “That Michael Howard, who retired by rotation in accordance with Clause 15.3 of the Company’s Constitution, and being eligible, offers himself for re-election, be re-elected.“
3 Remuneration Report
To consider, and if thought fit, pass the following as a non-binding ordinary resolution: “That the Remuneration Report for the financial year ended 30 June 2012 (as set out in the Director’s Report on pages 11 to 16 of the 2012 Annual Report be adopted”.
(Please note: the vote on this resolution is advisory only.)
To transact any other business which may be brought forward in accordance with the Constitution of the Company.
DATED: 22nd October 2012
By Order of the Board
Jason A. D’Arcy Company Secretary
VOTING AND PROXIES
In accordance with the Corporations Act, the directors have determined that the shareholding of each shareholder for the purposes of ascertaining the voting entitlements for the Annual General Meeting will be as it appears in the Company’s share register at 7.00pm
AEDT on 20 November 2012.
Proxies and Authorised Representatives
- A proxy form accompanies this Notice of Annual General Meeting.
- A shareholder can attend and vote at the Annual General Meeting either by:
- Attending and voting in person, or if the shareholder is a corporate shareholder, appointing a representative on the corporate shareholders behalf; or
- Appointing an attorney or proxy to attend and vote for the shareholder.
- A proxy need not be a shareholder of the Company.
- Where a shareholder wishes to appoint two proxies, an additional proxy form can be obtained by contacting the Company’s share registry.
- A shareholder appointing two proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a shareholder appoints two proxies and the appointment does not specify the proportion or number of the shareholder’s votes, each proxy may exercise one half of the shareholder’s votes. Fractions of votes are to be disregarded.
- The Corporations Act 2001 restricts members of the key management personnel (KMP) and their closely related parties from voting in relation to Item 3 unless you have directed them how to vote. The term “closely related party” is defined in the Corporations Act and includes a member of the KMP’s spouse, dependent and certain other close family members, as well as any companies controlled by the KMP. If you intend to appoint a member of the KMP (such as one of the directors) as your proxy, please ensure that you direct them how to vote on the proposed resolution in Item 3. If you intend to appoint the Chairman of the meeting as your proxy, you can direct him how to vote by either marking the relevant boxes for Item 3. However, if the Chairman is your proxy and you do not mark any of the boxes opposite Item 3, he will still be able to exercise your proxy as you will be deemed to have expressly authorised him to do so.
- The Chairman will vote all available proxies in accordance with the Board recommendations set out in the Explanatory Notes accompanying this Notice of meeting.
- To be valid, the proxy form must be signed by the shareholder or the shareholder’s attorney and must be lodged at the share registry of the Company by mailing or delivering it to Computershare Investor Services Pty Ltd, Yarra Falls 452 Johnston Street, Abbotsford, Victoria; or by facsimile on (within Australia) 1800 783 447 or (outside Australia) +61 3 9473 2555 or for voting online please use www.investorvote.com.au. or for Intermediary Online Subscribers only (custodians) www.intermediaryonline.com.
- Proxies must be received prior to 12.00 noon (Melbourne time) 20 November 2012.
- Further details in relation to proxies are contained on the proxy form accompanying this Notice of Annual General Meeting.
- A shareholder which is a body corporate and entitled to attend and vote at the meeting, or a proxy which is a body corporate and is appointed by a shareholder entitled to attend and vote at the meeting, may appoint an individual to act as its representative at the meeting by providing that person with a letter or certificate, executed in accordance with the body corporate’s constitution, authorising the person as the representative; or a copy of the resolution, certified by the secretary or a director of the body corporate, appointing the representative. A form of notice of appointment can be obtained from Computershare Investor Services Pty Ltd.
Item 3 Remuneration Report
The Company will disregard any votes cast (in any capacity) on the proposed resolution in Item 3 by or on behalf of a member of the KMP named in the Remuneration Report or that KMP’s closely related party unless:
- it is cast as proxy for the person entitled to vote in accordance with a direction on the proxy form; or
- it is cast by the Chairman where he has been expressly authorised to exercise the proxy (even though the resolution is connected directly or indirectly with the remuneration of a member of the KMP).
Explanatory Memorandum to Notice of Annual General Meeting of Azure Healthcare Limited
This Explanatory Memorandum has been prepared for the information of shareholders of Azure Healthcare Limited (Company) in connection with the business to be conducted at the Annual General Meeting to be held at the offices of Azure Healthcare Limited, Level 18, 60 Albert Road, South Melbourne, Victoria at 12 noon on Thursday 22 November 2012.
The purpose of this Explanatory Memorandum is to provide shareholders with the information which is reasonably required by shareholders to decide how to vote on the relevant resolutions and to meet the disclosure and notice obligations contained in the Corporations Act and the Australian Securities Exchange Listing Rules (ASX Listing Rules). This Explanatory Memorandum should be read in conjunction with the Notice of Annual General Meeting.
1 – Financial Statements and Reports
The Corporations Act requires that the Financial Report, Directors’ Report and Auditor’s Report for the year ended 30 June 2012 be laid before the Annual General Meeting (AGM).
However, neither the Corporations Act nor the Company’s constitution requires shareholders to vote on, approve or adopt those reports. Members will be given a reasonable opportunity at the meeting to ask questions and make comments on the Reports. The Company’s Auditor will also be available to receive questions and comments from shareholders about the preparation and content of the Financial Report and Auditor’s Report and the conduct of the audit generally.
Further, any shareholder entitled to cast a vote at the AGM may submit written questions to the Auditor if:
- the question is relevant to:
- the preparation and content of the Auditor’s Report to be considered at the AGM; or
- the conduct of the audit of the 2012 Financial Report to be considered at the AGM;
- the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
- the independence of the auditor in relation to the conduct of the audit, and
- the shareholder gives the question to the Company no later than 5 business days before the day on which the AGM is to be held.
Written questions should be addressed to:The Company Secretary Azure Healthcare Limited Level 18, 60 Albert Road South Melbourne VIC 3205 Facsimile: (03) 9209 9699
Item 2 – Re-election of Director
The experience, qualifications and other details about the candidate for election to the office
of Director are set out below.
Mr. Michael Howard
Mr Howard was appointed on 26 October 2011 in accordance with clause 15.1(c) of the Company’s constitution. He retires in accordance with clause 15.3 of the Company’s constitution, and being eligible, offers himself for re-election. Mr Howard is a qualified electronics technician with experience in computing and Nurse call systems. He operated a successful family owned furniture franchise for over 20 years. Mr Howard is currently a Director of an International Resort for the past 6 years and is a member of Ocean Gardens Inc, a not for profit organisation that owns and operates “Ocean Gardens” which is one of the largest retirement villages in WA.
Recommendation: The directors (excluding Mr Howard) recommend that shareholders vote in favour of this resolution.
Item 3 – Remuneration Report
The Remuneration Report for the financial year ended 30 June 2012 sets out the Company’s remuneration arrangements for the directors and senior executive officers of the Company.
The Remuneration Report is contained within the Company’s Annual Report, a copy of which has been made available to shareholders.
The Corporations Act requires that a resolution that the Remuneration Report be adopted must be put to vote of the Company’s shareholders at the Annual General Meeting.
In accordance with the requirements of the Corporations Act, the Chairman of the meeting will allow shareholders a reasonable opportunity to ask questions about, or comment on, the content of the Remuneration Report.
The vote on this resolution is advisory only and does not bind the directors or the Company.
Recommendation: The directors recommend that shareholders vote in favour of the adoption of the Remuneration Report.