Autron Corporation Limited (ABN 25 002 876 182) Notice of 2009 Annual General Meeting and Explanatory Memorandum The Annual General Meeting is to be held on Friday 20 November 2009 at 10.00 a.m. at the Offices of Lander & Rogers, Lawyers Level 12, 600 Bourke Street, Melbourne Vic Australia 3000 THIS IS AN IMPORTANT DOCUMENT If you are in doubt as to the action you should take, please consult with your stockbroker, solicitor, accountant, bank manager or other professional adviser immediately 1
Autron Corporation Limited ABN 25 002 876 182 Notice of Twenty Fifth Annual General Meeting Notice is given that the 25th Annual General Meeting of Autron Corporation Limited ( Company ) will be held on: Date : Friday, 20 November 2009 Time : 10.00 a.m. Venue : The Offices of Lander & Rogers, Lawyers, Level 12, 600 Bourke Street, Melbourne Vic Australia 3000 ORDINARY BUSINESS 1 Financial Statements and Reports To receive and consider the Consolidated Financial Report and the Reports of the Directors and of the Auditor for the financial year ended 30 June 2009 which are contained in the 2009 Annual Report. 2 Remuneration Report Resolution no. 1 To consider and, if thought fit, resolve to adopt the remuneration report for the year ended 30 June 2009 as disclosed in the Director s Report. Note the vote on this resolution is advisory only and does not bind the Directors or the Company. 3 Election of Director To consider and, if thought fit, pass the following resolutions as an ordinary resolution: Resolution no. 2 Professor Hang Chang Chieh That Professor Hang, a Director retiring by rotation in accordance with Clause 12.9(A) of the Constitution of the Company and the Listing Rules of the ASX Limited, being eligible and having offered himself for re-appointment, be and is re-appointed as a Director of the Company. 4 Any Other Business That may properly be considered by the Meeting. Dated: 12 October 2009 BY ORDER OF THE BOARD Mourice Reginald Garbutt, FCIS, Honorary Justice of the Peace in Victoria. Company Secretary 2
NOTES: 1 Proxies A member entitled to attend and vote at this meeting is entitled to appoint not more than two proxies. If two proxies are appointed, each proxy must be appointed to represent a specific proportion or number of the member s voting rights. A proxy need not be a member of the Company. If members wish to appoint one proxy, please use the form provided. If you want to appoint two proxies please follow the instructions set out on the reverse side of the proxy form. To be effective a proxy form and an original or notarially certified copy of the authority (if any) under which it is signed must be deposited at, or faxed to, the Company at: Level 2, 90 William Street, Melbourne Vic Australia 3000; or sent by facsimile to (+613) 9605 5928, to arrive (in either case) no later than 10.00 a.m. (Melbourne time) on Wednesday 18 November 2009. 2 Explanatory Memorandum An explanation of each resolution is included in the accompanying Explanatory Memorandum. 3 Voting Entitlements The Board of Directors of the Company, pursuant to Section 1074E(2)(g) and Regulation 7.11.37 of the Corporations Act 2001 and Corporations Regulations respectively, and as the convenor of the meeting, has determined that the shareholding of each member for the purpose of ascertaining voting entitlements for the Annual General Meeting will be as it appears on the Register of Members at 7.00 p.m. Melbourne time on Wednesday 18 November 2009. On a show of hands, every person present and qualified to vote shall have one vote. If members appoint one proxy then that proxy may vote on a show of hands. However, if members appoint two proxies, neither may vote on a show of hands. If members appoint a proxy who is also a shareholder or also a proxy for another shareholder, your directions may not be effective on a show of hands. However, upon a poll and upon your proxy voting on the poll then your voting direction will be fully counted. Should a poll be taken then the Company s external Auditor, WHK Horwath Melbourne, will act as scrutineer. 4 Voting Exclusion Statements (1) There are no voting exclusions applicable to the Items of Business as set out in the Notice of Meeting. (2) In approving the Notice of Meeting all resolutions as set out as the business of the meeting have the support and recommendation of all Directors except in the case of the election of Directors where the relevant director seeking re-election has abstained. 3
5 Questions and Comments by Members at the Meeting In accordance with the Corporations Act 2001, a reasonable opportunity will be given to members as a whole to ask questions about or make comments on the management of the Company at the meeting. Similarly, a reasonable opportunity will be given to shareholders as a whole to ask the Company s external Auditor, WHK Horwath Melbourne, questions relevant to: (a) (b) (c) (d) the conduct of the audit; the preparation and content of the Auditors Report; the accounting policies adopted by the Company in relation to the preparation of its financial statements; and the independence of the Auditor in relation to the conduct of the audit. Shareholders may also submit a written question to WHK Horwath Melbourne via the Company, no later than 5 business days before the Annual General Meeting. If the question is relevant to the content of WHK Horwath Audit Report or the conduct of its audit of the Company s Financial Report for the year ended 30 June 2009. Relevant written questions for WHK Horwath must be received no later than 5.00 p.m. (Melbourne time) on Friday 13 November 2009. A list of those relevant written questions will be made available to shareholder attending the AGM. WHK Horwath will either answer the questions at the AGM or table written answers to them at the AGM. If written answers are tabled at the AGM, they will be made available to shareholders as soon as practicable after the AGM. Please send any written questions for WHK Horwath to the Company at the address on the proxy form or by facsimile (+613) 9605 5928 or to Autron Corporation Limited Level 2, 90 William Street, Melbourne Vic 3000 Australia or by email to mgarbutt@krcc.com.au by no later than 5.00 p.m. (Melbourne time) on Friday 13 November 2009 MEMBERS ARE URGED TO COMPLETE ANY ONE OF THE FOR, AGAINST OR ABSTAIN BOXES ON THE PROXY FORM THEREBY GIVING A DIRECTED PROXY WHICH THEN CAN BE VOTED IN ACCORDANCE WITH YOUR WISHES. 4
Autron Corporation Limited ABN 25 002 876 182 Explanatory Memorandum Item 1 - Receive and Consider the Financial and Other Reports This item of business is intended to provide members with the opportunity to raise and discuss any matter on the reports themselves and on the performance of the Company generally. Item 2 - Adoption of the Remuneration Report (Ordinary Resolution) Resolution no. 1 The Corporate Law Economic Reform Program (Audit Reform and Corporate Disclosure ACT 2004 (Cth))( CLERP 9 ) requires that a resolution be put to the members to adopt the Remuneration Report as disclosed in the Directors Report. The vote on this resolution is advisory only and non-binding. The resolution gives the members the opportunity to ask questions or make comments concerning the Remuneration Report during the meeting. The Remuneration Report is set out on pages 17 to 23 of the Company s 2009 Annual Report. The report: explains the Board s policies in relation to the nature and level of remuneration paid to directors, secretaries and senior managers within the Autron group; discusses the link between the Board s policies and Autron s performance; provides a detailed summary of performance conditions, explaining why they were chosen and how performance is measured against them; identifies the companies that Autron s performance is measured against for the purpose of its long term incentive plan; sets out remuneration details for each director and for each member of Autron s senior executive management team; and makes clear that the basis for remunerating non-executive directors is distinct from the basis for remunerating executives, including executive directors; 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 Resolution no. 1. 5
Item 3 - Election of Director Resolution no. 2 Information about Director who has been nominated for Election Professor Hang Chang Chieh retires by rotation in accordance with the Constitution of the Company and, being entitled, has offered himself for re-election as a Director of the Company. To assist members in their consideration of the resolutions, a profile of each director follows: Professor Hang Chang Chieh Chairman of the Board and Independent Director Appointed in March 2000 as a Director, last re-elected 30 November 2006 Professor Hang is currently the Head, Division of Engineering & Technology Management at the Faculty of Engineering, National University of Singapore. He is renowned in the field of electronic engineering, specifically in the area of adaptive and intelligent control systems. He has served as a board member of several public and private companies. Professor Hang is the Chairman of the Nomination and Remuneration Committee. During the past three years, Professor Hang has also served as a director of the following listed companies; Trek2000 International (resigned on 2 April 2009) MMI Holdings Limited (resigned on 30 July 2007) Further details of this Director and all other Directors and Senior Managers are contained in the 2009 Annual Report. The Board of Directors in each case (in the absence of the relevant director) unanimously recommends that members vote in favour of the re-election of Professor Hang. 6
Autron Corporation Limited ABN 25 002 876 182 Proxy Form TO: The Company Secretary Autron Corporation Limited ( Company ) Level 2, 90 William Street, Melbourne Vic Australia 3000 FAX: (+613) 9605 5928 Appointment of Proxy I/We, of being a member(s) of the Company and entitled to attend and vote appoint as my/our proxy of [Name of member(s)] [Address] [Name of Proxy] [Address of Proxy] or, failing him or her, the Chairman of the Annual General Meeting of the Company to be held on Friday 20 November 2009, at the offices of Lander & Rogers, Lawyers, Level 12, 600 Bourke Street, Melbourne Vic Australia 3000 at 10.00 a.m., to vote for me/us at that meeting and at any adjournment of it. Appointing a Second Proxy - If you wish to appoint two proxies, see overleaf, item 4. Important : for Resolutions 1 & 2 below If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on resolutions 1 & 2, both inclusive, below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of those resolutions and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, the Chairman will not cast your votes on resolutions 1 & 2, and your votes will not be counted in computing the required majority if a poll is called on these resolutions. The Chairman intends to vote undirected proxies in favour of the resolution. Voting I/We direct my/our Proxy to vote in accordance with the directions below. Unless the Proxy is directed, they may vote or abstain as they think fit, as they will on any other matters arising at the meeting. No. Resolutions For Against Abstain * 1 Adoption of the Remuneration Report 2 Re-appointment of Professor Hang Chang Chieh as a Director Authorised signature/s This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Individual/Sole Director and Sole Company Secretary Director Director/Company Contact Name Contact Daytime 7Telephone Date / /
Each resolution, is to be put as an Ordinary Resolution requiring a simple majority of members present and voting either in person, by proxy or properly constituted certificate of representation. As noted in the Notes to the Notice of Meeting the resolution to be put in relation to the Remuneration Report is advisory only and non-binding upon the Company and/or the directors. * If you mark the Abstain box for a particular item of business, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll, or if your votes entitlement cannot be voted by the Chairman of the Meeting, your votes will not be counted in computing the required majority on a poll. Accordingly, the Directors urge Members to lodge only Directed Proxy forms. 8
How to complete this Proxy Form 1 Your Name and Address The Annual Report and Notice of Meeting documents have been sent to your name and address as it appears on the Share Register of Autron Corporation Limited. If this information is incorrect, please advise the Company of your new details. Shareholders sponsored by a broker should advise their broker of any changes. Please note you cannot change ownership of your shares using this form. 2 Appointment of a Proxy If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy and vote on your behalf. A proxy need not be a shareholder of Autron Corporation Limited. 3 Votes on Items of Business You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given resolution, your proxy will vote as he or she chooses. If you mark more than one box on a resolution your vote on that resolution will be invalid. 4 Appointment of a Second Proxy If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company (+613 9605 5917) or you may copy this form. To appoint a second proxy you must: (a) (b) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If two Proxy Forms are received but no percentage or number of votes is indicated, each proxy may exercise half your votes. Fractions of votes will be disregarded; and return both forms together in the facsimile transmission or in the same envelope. 5. Voting Restrictions No Voting restrictions are applicable to the items of business as set out in the Notice of Meeting dated 12 October 2009. 6 Authorised Signature(s) You must sign this form as follows in the spaces provided: Joint Holding : Power of Attorney : Companies : where the holding is in more than one name all of the holders must sign. to sign under a power of attorney, you must have already lodged this document with the share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the power of attorney to this form when you return it. a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space. If a representative of the Company is to attend the meeting the appropriate Certificate of Appointment of Corporate Representative should be produced prior to admission. A form of the certificate may be obtained from the Company or share registry. 7 Lodgement of Proxy To be valid the form appointing the proxy and the power of attorney or other authority (if any) under which it is signed (or an attested copy of it) must be lodged with the Company: (a) at Level 2, 90 William Street, Melbourne Vic Australia 3000; (b) the registered office; or (c) by faxing it to fax number (+613) 9605 5928, not later than 10.00 a.m. Wednesday 18 November 2009 being 48 hours before the holding of the meeting. Please note that there are no voting exclusions that apply to the business of the meeting as set out in the Notice of Meeting dated 12 October 2009. Members are urged to complete any one of the FOR, AGAINST OR ABSTAIN : boxes thereby giving a directed proxy which then can be voted in all circumstances. Documents may be lodged: by posting, delivery or facsimile to Autron Corporation Limited at the address opposite: Level 2, 90 Williams Street Melbourne Vic Australia 3000 Facsimile: (+613) 9605 5928 9
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