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IDT AUSTRALIA LIMITED Proxy Solicitation & Information Statement 2011
65099_rns_2011-09-26_a810142c-9d2c-495e-91d8-04430904193d.pdf
Proxy Solicitation & Information Statement
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NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY NOTES
ACN 006 522 970
Notice is given that the 2011 Annual General Meeting of the Members of IDT Australia Limited (the "Company") will be held at 45 Wadhurst Drive, Boronia, Victoria on Friday 28th October 2011 at 10.00 am (AEDT).
R.Najdecki, Secretary By order of the Board of Directors
Dated this 1st day of September 2011.
ORDINARY BUSINESS
$\mathbf{1}$ . Financial Reports
To receive and consider the Company's financial report and reports of the directors and auditors in respect of the financial year ended 30 June 2011.
$2.$ Election of Mr David Williams
Mr. David Williams retires as a director by rotation in accordance with Rule 16.1 of the Company's Constitution and, being eligible, offers himself for re-election.
$3.$ Election of Mr Geoffrey Lord
Mr. Geoffrey Lord retires as a director by rotation in accordance with Rule 16.1 of the Company's Constitution and, being eligible, offers himself for re-election.
$\overline{\mathbf{4}}$ . Election of Mr Alan Blackman
Mr. Alan Blackman r etires as a director by rotation in accordance with Rule 16.1 of the Company's Constitution and, being eligible, offers himself for re-election.
Remuneration Report (Non-Binding Advisory Vote) 5.
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"To adopt the Remuneration Report as disclosed in the Annual Directors' Report for the year ended 30 June $2011."$
Determination of membership and voting entitlement for the purpose of the Meeting
For the purpose of determining a person's entitlement to vote at the Meeting, a person will be recognised as a member and the holder of shares in the capital of the Company if that person is registered as a holder of those
shares at 7.00pm (Melbourne time) on Wednesday 26th October 2011.
Proxies
- $\overline{1}$ A member entitled to attend and vote is entitled to appoint a person or body corporate as proxy to attend and vote instead of the member.
- $2.$ Where the member is entitled to cast two (2) or more votes, the member may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise.
- $\overline{3}$ If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half of the votes.
- $\overline{4}$ A proxy need not be a shareholder of the Company.
- 5 Proxies given by companies must be executed under seal, in accordance with the Corporations Act or under the hand of a duly authorised officer.
- $6\overline{6}$ To be effective, a form appointing a proxy and the power of attorney (if any) under which it is signed or an attested copy thereof must be delivered not later than 10.00am (Melbourne time AEDT) on Wednesday 26th October 2011 to the Registrar of the Company,
By Mail Computershare Investor Services Pty Limited GPO Box 242 Victoria, Australia 3001
By Fax 1800 783 447 (From within Australia) +61 3 9473 2555 (from outside Australia)
Online: www.intermediaryonline.com (for Intermediary online users only)
A form of proxy accompanies this Notice
By Order of the Board
R.Najdecki Secretary 1st day of September 2011
EXPLANATORY NOTES
ITEMS 2- RE-ELECTION OF MR DAVID WILLIAMS AS DIRECTOR
Item2
Mr David Williams was appointed as a Director of the Company on 21 December 2010 in accordance with Rule 16.3 of the Constitution. This rule allows at any time the appointment by the Directors of a person to fill a casual vacancy. Any director so appointed holds office until the next General Meeting of members of the Company and is then eligible for re-election at that meeting.
In accordance with the Constitution, Mr Williams will retire from office at the General Meeting and, being eligible submits himself for re-election as a Director of the Company.
Mr David Williams
- Non-executive director since 21 December 2010
- Managing Director Kidder Williams Ltd. Chairman Medical Developments International Ltd. Previously David was the Managing Director of Mariner Corporate Finance. Managing Director of Challenger Corporate Finance, Head of the Melbourne corporate finance office of SG Hambros, Head of M&A at ANZ McCaughan, Head of M&A at Arthur Andersen and a director of Clever Communications Limited.
ITEMS 3 AND 4 - RE-ELECTION OF MR GEOFF LORD AND MR ALAN BLACKMAN AS DIRECTORS
Rule 16.1(b) of the Company's Constitution provides that at the Annual General Meeting in every year one third of the Directors of the Company for the time being must retire, and that they may offer themselves for re-election. The Managing Director and directors appointed to fill casual vacancies are not to be taken into account.
As at the date of this Notice of Meeting, the Board of the Company comprised five Directors who are subject to rotation and accordingly two Directors, Mr Geoff Lord and Mr Alan Blackman are required to retire and offer themselves for re-election. Information regarding the two Directors follows:
Item3
Mr Geoff Lord:
- Non-executive director since 1998, Member of the Nomination and Remuneration Committees.
- Formerly Chief Executive and Deputy Chairman of Elders Resources Limited. Presently Chairman and Chief Executive of Belgravia Group Pty Ltd. Executive Chairman of UXC Limited, Chairman of LCM Litigation Fund, Non-executive Director of Northern Energy Corporation Limited, Maxitrans Industries Limited and KLM Limited
Item 4
Mr Alan Blackman:
- Non-executive director since 1986, Member of the Nomination, Remuneration and Audit Committees.
- Is a practicing lawyer with considerable experience in the area of commercial and corporate law. He is not currently a director of any other companies.
ITEM 5 - REMUNERATION REPORT (NON-BINDING VOTE)
Under S300A of the Corporations Act 2001, the Annual Directors' Report must now include a separate identified remuneration report. Listed companies are further required to put the remuneration report up for adoption at the Company's Annual General Meeting. However, the vote on the resolution is advisory only and does not bind the Directors of the Company. Nevertheless, the outcome of the vote will be considered by the board when evaluating the remuneration arrangements of the Company.
The Remuneration Report is set out in the Report of the Directors in the company's Annual Report. The Report explains the board policy for determining the nature and amount of remuneration of directors and senior executives of the Company. It explains the relationship between the Board Remuneration policy and the Company's performance, sets out remuneration details for each director, the most highly remunerated senior executives of the Company and remuneration of Key Management Personnel and it details and explains any performance conditions applicable to remuneration of directors and Key Management Personnel of the Company.
A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.
The board unanimously recommends that shareholders vote in favour of adopting the Remuneration Report.
ACN 006 522 970
000001 000 IDT MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
Lodge your vote:
$\bowtie$ By Mail:
Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia
Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555
For Intermediary Online subscribers only (custodians) www.intermediaryonline.com
For all enquiries call:
(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000
Proxy Form
让 For your vote to be effective it must be received by 10:00 am AEDT Wednesday 26 October 2011
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or $100%$
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.
Signing Instructions
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".
Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.
Turn over to complete the form $\rightarrow$
View your securityholder information, 24 hours a day, 7 days a week: www.investorcentre.com
$\sqrt{\phantom{a}}$ Review your security holding
$\sqrt{}$ Update your securityholding Your secure access information is:
SRN/HIN: 19999999999
Y FLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
| MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030 |
Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes. |
I 9999999999 I ND |
|---|---|---|
| Proxy Form STEP1 |
Please mark | $\mathbf{X}$ to indicate your directions |
| Appoint a Proxy to Vote on Your Behalf I/We being a member/s of IDT Australia Limited hereby appoint |
XX | |
| the Chairman OR of the meeting |
THEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s). |
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| or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of IDT Australia Limited to be held at 45 Wadhurst Drive, Boronia, Victoria on Friday, 28 October 2011 at 10:00 am AEDT and at any adjournment of that meeting. |
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| of the Meeting will not cast your votes on Item 5 and your votes will not be counted in computing the required majority if a poll is called on this item. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in Step 2 below (for example if you wish to vote against or abstain from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Item 5). The Chairman of the Meeting intends to vote all available proxies in favour of Item 5 of business. |
I/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 5 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Item 5 is connected directly or indirectly with the remuneration of a member of key management personnel. |
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| STEP 2 Items of Business |
in the ASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. |
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| ORDINARY BUSINESS | Against Algrain $f^{\circ}$ |
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| Item $2$ Re-election of Mr David Williams |
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| Re-election of Mr Geoffrey Lord Item 3 |
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| Re-election of Mr Alan Blackman Item $4$ |
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| Item 5 Remuneration Report (Non-Binding Advisory Vote) |
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The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.
| Individual or Securityholder 1 | Securityholder 2 | Securityholder 3 | |||
|---|---|---|---|---|---|
| Sole Director and Sole Company Secretary | Director | Director/Company Secretary | |||
| Contact Name |
Contact Daytime Telephone |
Date |