PLENTEX LIMITED Limited
ABN 13 009 607 676
ABN 13 009 607 676
246 Esplanade
Brighton, Vic. 3186
Australia Phone 613 9553 8896
Fax 613 9592 2328
admin@plentex.com.au www.plentex.com.au
6 November 2015
The Directors of Plentex Limited (ASX : PRM) advise that they have convened an Annual General Meeting of Shareholders which is to be held at 11 a.m. (Melbourne time) on Monday, 7 December 2015, at Quest Brighton on the Bay, 250 Esplanade, Brighton, Victoria.
Please find attached in relation to this meeting:
Notice of Annual General Meeting and Explanatory Memorandum
Sample Proxy Form
The Notice of Annual General Meeting and accompanying Explanatory Memorandum and personalised Proxy Form are being despatched to shareholders today.
For and on behalf of
PLENTEX LIMITEDExecutive Chairman
Peter Streader Executive Chairman Plentex Limited
Telephone: +613 9553 8896 Email: admin@plentex.com.au
This Notice of Annual General Meeting and the accompanying Explanatory Memorandum should be read in their 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 Annual General Meeting please do not hesitate to contact the Company on (+61 3) 9553 8896.
Contents
Corporate Directory 2
Time and Place of Meeting 3
Notice of Annual General Meeting 3 ‐ 6
Notes relating to Voting 7 ‐ 8
Explanatory Memorandum comprising:
Section 1 Introduction 9
Ordinary Business
Item 1 - Accounts and Reports 9
Item 2 - Remuneration Report 10
Item 3 - Re‐election of Director - Mr. Daniel P. Goldman 10
Section 2 Special Business 11
Overview
Item 4 - Ratification of prior issue of Shares 21
Item 5 - Consolidation of Shares 21
Item 6 - Authorisation for an issue of New Shares and New Options 23
Item 7 - Authorisation for an issue of Options to Directors and the Company Secretary 24
Section 3 Directors Recommendations as to Voting 31
Section 4 Interpretation (Glossary) 32
Section 5 Enquiries 33
Appendix A Terms and Conditions of Bonus Options 34
Appendix B Terms and Conditions of New Options to be issued pursuant to the Public Issue
(New Options) 35
Appendix C Terms and Conditions of Options to be issued to Directors and the Company Secretary ('the Grantees') 37
PLENTEX LIMITED
246 Esplanade Brighton Vic 3186 Australia
Phone 613 9553 8896
Fax 613 9592 2328
REGISTERED OFFICE
As above
DIRECTORS
Peter C. Streader
Executive Chairman
Daniel P. Goldman
Managing Director
David Vinson
Executive Director‐Operations
Christopher L. Roberts
Non ‐Executive Director
Darwin Campi
Non‐Executive Director
SECRETARY
David J. Streader
COMPANY INTERNET ADDRESS
www.plentex.com.au
EMAIL ENQUIRIES
admin@plentex.com.au
SOLICITORS
Quinert Rodda & Associates Suite 1, Level 6 50 Queen Street Melbourne Vic 3000
ACCOUNTANTS
Stannards Accountants & Advisors Pty. Ltd. Level 1
60 Toorak Road South Yarra Vic 3141
AUDITORS
BDO
Level 14 140 William Street Melbourne Vic 3000
PRINCIPAL SHARE REGISTRY
Computershare Investor Services Pty Limited Yarra Falls
452 Johnston Street Abbotsford Vic 3067
Enquiries Within Australia ‐ 1300 850 505 Enquiries Outside Australia ‐ +61 3 9415 4000
Website: www.computershare.com Email: web.queries@computershare.com.au
INCORPORATION
Australia
ASX CODES
PRM ‐ Shares
PLENTEX LIMITED[ABN 13 009 607 676]
Notice is given that the Annual General Meeting of Plentex Limited ('the Company' or 'Plentex') will be held in the Esplanade Boardroom at Quest Brighton on the Bay, 250 Esplanade, Brighton, Victoria on 7 December 2015 at 11am (Melbourne time).
Further details in respect of each of the resolutions proposed in this Notice of Annual General Meeting are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting. The details of the resolutions contained in the Explanatory Memorandum should be read together with, and form part of, this Notice of Annual General Meeting.
ITEM 1 ‐ ACCOUNTS AND REPORTS
To receive and consider the Financial Report and the Reports of the Directors and the Auditor, respectively for the year ended 30 June 2015.
ITEM 2 ‐ REMUNERATION REPORT
To consider and, if thought fit, to pass the following resolution as a non‐binding resolution:
'That the Remuneration Report for the year ended 30 June 2015 be adopted.'
Note that the vote on this item is advisory only and does not bind the Directors of the Company.
Voting Exclusion Statement
In accordance with the Corporations Act 2001 (Cth), the Company will disregard any votes cast on Item 2 by or on behalf of a member of the Company's Key Management Personnel within the meaning of the Corporations Act (including the Directors) or any of that person's closely related parties within the meaning of the Corporations Act (such as close family members and any controlled companies of those persons) (collectively referred to as 'Restricted Voters').
However, the Company need not disregard a vote if:
it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Item 2; and
it is not cast on behalf of a Restricted Voter.
The Chair of the Meeting may cast votes on Item 2 as a proxy where the written appointment of the Chair as proxy (which may include appointment of the Chair as a proxy by default in the absence of another person) does not specify how the proxy is to vote on Item 2 but expressly authorises the Chair to exercise the proxy if the resolution is connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel.
ITEM 3 - RE‐ELECTION OF DIRECTOR - MR. DANIEL P. GOLDMAN
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
'That Mr. Daniel P. Goldman, being a Director of the Company who retires in accordance with the Company's Constitution, and being eligible, be re‐elected as a Director of the Company.'
To consider, and if thought fit, pass the following as an ordinary resolution:
'THAT for the purpose of ASX Listing Rule 7.4, shareholders ratify the issue of 3,400,000 ordinary shares at an issue price of $0.10 (10 cents) per share to exempt investors who were not related parties of the Company as described in the Explanatory Memorandum which accompanies and forms part of this Notice of Annual General Meeting.'
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