BOOM LOGISTICS LIMITED The Explanatory Memorandum accompanies and forms part of this Notice of Meeting. This document provides additional information on matters to be considered at the meeting and should be read in its entirety.
If you are unable to attend the meeting please complete and return the enclosed proxy form in accordance with the specified instructions.
Members can submit questions they would like raised at the AGM using the form included with this Notice of Meeting. We will respond to the more frequently asked questions at the AGM in the Chairman's and Managing Director's addresses, but as you would appreciate, we will not be able to respond to questions individually. Members will have an opportunity to ask questions of the Board and the Auditor at the AGM.
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ORDINARY BUSINESS
Item 1 Financial Statements and Reports
To receive and consider the Financial Statements and the Reports of the Directors and the Auditor for the year ended 30 June 2017.
No vote of members is required on the Financial Statements and Reports.
Item 2 Re-election of Director - Mr Terrence C FrancisTo consider and, if thought fit, pass the following as an ordinary resolution:
"That Mr Terrence C Francis, who retires by rotation under rule 5.1 of the Company's Constitution, and being eligible, be re-elected as a Director of the Company."
Chairman's voting intentionIf you intend to appoint the Chairman of the Meeting as your proxy, you can direct him how to vote by either marking the boxes for Item 2 (for example, if you wish to vote for, against or abstain from voting), or you can give the Chairman your express authority to vote your proxy in accordance with the Chairman's intention set out below.
The Chairman of the Meeting intends to vote all available proxies in favour of this resolution.
In considering this resolution, the attention of members is drawn to the qualifications and work experience of Mr Francis as set out in the attached Explanatory Memorandum.
Item 3 Election of Director - Mr Jean-Pierre BuijtelsTo consider and, if thought fit, pass the following as an ordinary resolution:
"That Mr Jean-Pierre Buijtels, who retires in accordance with rule 8.2 of the Company's Constitution, and being eligible be elected as a Director of the Company."
Chairman's voting intentionIf you intend to appoint the Chairman of the Meeting as your proxy, you can direct him how to vote by either marking the boxes for Item 3 (for example, if you wish to vote for, against or abstain from voting), or you can give the Chairman your express authority to vote your proxy in accordance with the Chairman's intention set out below.
The Chairman of the Meeting intends to vote all available proxies in favour of this resolution.
In considering this resolution, the attention of members is drawn to the qualifications and work experience of Mr Buijtels as set out in the attached Explanatory Memorandum.
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SPECIAL BUSINESS
Item 4 Adoption of Remuneration Report
To consider and, if thought fit, pass the following as an ordinary resolution:
"That the Remuneration Report for the year ended 30 June 2017 be adopted."
The vote on this resolution is advisory only and does not bind the Directors or the Company.
Voting Exclusion Statement for Item 4The Corporations Act 2001 (Corporations Act) restricts members of the key management personnel (KMP) which comprises the Directors and the other persons disclosed as KMP in the Remuneration Report and their Closely Related Parties from voting on the resolution in Item 4.
"Closely Related Party" is defined in the Corporations Act and includes a spouse, dependants and certain other close family members, as well as companies controlled by a member of the KMP.
The Company will disregard any votes cast (in any capacity) on the resolution in Item 4 by or on behalf of:
members of the KMP; and
Closely Related Parties of those persons, unless the vote is cast:
as proxy for a person entitled to vote on Item 4 in accordance with a direction on the proxy form; or
as proxy for a person entitled to vote on Item 4 by the Chairman of the Meeting 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).
What this means for members:If you intend to appoint a member of the KMP (such as one of the Directors) as your proxy, please ensure you direct them how to vote on the resolution in Item 4.
Chairman's voting intentionIf you intend to appoint the Chairman of the Meeting as your proxy, you can direct him how to vote by either marking the boxes for Item 4 (for example, if you wish to vote for, against or abstain from voting), or you can give the Chairman your express authority to vote your proxy in accordance with the Chairman's intention set out below.
The Chairman of the Meeting intends to vote all available proxies in favour of this resolution.
Item 5 Grant of Rights and Options to the Managing DirectorTo consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given for the issue of the following Rights and Options to the Managing Director under the Company's Executive Remuneration Plan on the terms summarised in the Explanatory Memorandum:
The issue of Rights to the Managing Director up to a maximum value of $202,500 in relation to the FY18 Salary Sacrifice Rights Plan;
The issue of Rights to the Managing Director up to a maximum value of $135,000 in relation to the deferred component of the FY18 Short Term Incentive Plan; and
The issue of Options to the Managing Director up to a maximum value of $303,750 in relation to the FY18 Long Term Incentive Plan."
Voting Exclusion Statement for Item 5The Corporations Act restricts members of the KMP of the Company and their Closely Related Parties from voting on the resolution in Item 5 in certain circumstances. In addition, a voting restriction applies in respect of this item of business under the ASX Listing Rules.
The Company will disregard any votes cast on the resolution in Item 5 by or on behalf of Mr Brenden Mitchell, or any of his associates (regardless of the capacity in which the vote is cast), as well as any votes cast as a proxy on this item by a member of the KMP on the date of this AGM or a KMP's Closely Related Party.
However, the Company need not disregard a vote if it is cast:
as proxy for a person entitled to vote on Item 5 in accordance with a direction on the proxy form; or
as proxy for a person entitled to vote on Item 5 by the Chairman of the Meeting 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).
What this means for members:
In accordance with the voting exclusion set out above, members of the KMP are not permitted to vote undirected proxies on the resolution in Item 5.
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 Item 5.
Chairman's voting intentionIf you intend to appoint the Chairman of the Meeting as your proxy, you can direct him how to vote by marking the boxes for Item 5 (for example if you wish to vote for, against or abstain from voting), or you can give him your express authority to vote your proxy in accordance with the Chairman's intention set out below.
The Chairman of the Meeting intends to vote all available proxies in favour of this resolution.
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PROXIES AND VOTING
Required majority
Ordinary resolutions will be passed if more than 50% of the votes cast by members entitled to vote on the resolution are cast in favour of the resolution.
The vote on each resolution will be decided on a show of hands or a poll as determined by the Chairman of the meeting, subject to any requirements of the Corporations Act and the Company's Constitution.
On a resolution determined by a show of hands, each member present in person or by proxy has one vote. On a resolution determined by a poll, each member present in person or by proxy has one vote for each fully paid ordinary share held.
Appointment of proxyIf you are unable to attend the Meeting, you are encouraged to appoint a proxy to attend and vote on your behalf. If you wish to appoint a proxy, please complete the enclosed form of proxy.
Please note the following in relation to the appointment of a proxy:
A member who is entitled to attend and vote at this Meeting may appoint any person as his or her proxy to attend and vote for the member at the meeting.
A member may specify the way in which the proxy is to vote on the resolution or may allow the proxy to vote at his or her discretion. However, the Corporations Act restricts the Company's KMP and their Closely Related Parties from voting on Items 4 and 5 in certain circumstances. "Closely Related Party" is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by the KMP. If you wish to appoint a member of the KMP (which includes each of the Directors and the Chairman) as your proxy, please read the voting exclusions in this Notice and the proxy form carefully. Members are encouraged to direct their proxies how to vote.
If a member intends to appoint a member of the KMP as proxy, the member must ensure the proxy is directed how to vote on Items 4 and 5 (ie. indicating whether the member wishes to vote for, against or abstain from voting).
If a member intends to appoint the Chairman of the Meeting as proxy, the member can direct him by marking the boxes (ie. indicating whether the member wishes to vote for, against or abstain from voting). Alternatively, the member can choose to not mark any of the boxes, and by signing and submitting the proxy form, the member will be giving the Chairman the member's express authority to vote in accordance with the Chairman's intentions.
The Chairman currently intends to vote in favour of Items 2, 3, 4 and 5. If there is a change to how the Chairman intends to vote undirected proxies, the Company will make an announcement to the market.
Any directed proxies that are not voted on a poll at the meeting will automatically default to the Chairman of the Meeting who is required to vote proxies as directed.
If a member is entitled to cast two or more votes at the Meeting, the member may appoint two proxies to attend on the same occasion. If two proxies are appointed 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 member's votes. On a show of hands, a proxy holder may not vote if more than one proxy holder attends the Meeting and on a poll, each proxy may only exercise votes in respect of those shares or voting rights the proxy represents.
The appointment of the proxy may specify the proportion or number of votes that the proxy may exercise.
A proxy need not be a member of the Company and can be either an individual or a body corporate. If a member appoints a body corporate as a proxy, that body corporate will need to ensure that it:
appoints an individual as its corporate representative to exercise its powers at the meeting in accordance with section 250D of the Corporations Act; and
provides satisfactory evidence of the appointment of its corporate representative prior to the commencement of the Meeting.
If such evidence is not received before the commencement of the Meeting, then the body corporate (through its representative) will not be permitted to act as proxy.
Boom Logistics Limited published this content on 24 October 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 24 October 2017 00:32:12 UTC.
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