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Notice of Annual General Meeting


Investor Announcement

ABN 72 002 208 915

Notice is hereby given that the Annual General Meeting of members of Adcorp Australia Limited (ABN 72 002 208 915) (the “Company”) will be held at Adcorp’s offices, Level 1, 7 Kelly Street, Ultimo NSW 2007 on Friday 30 November 2012 at 11.00am.

Read the original October 29 2012 announcement.


Ordinary Business

1. To receive and consider the Financial Report, the Directors’ Report and the Auditor’s Report for the financial year ended 30 June 2012.

2. Remuneration Report – to adopt the Remuneration Report for the financial year ended 30 June 2012

3. Re-Election of Director – to consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

a) That Ian Rodwell, who will at the date of the next Annual General Meeting have held the office of Director for more than two years (Clause 12.9(a)(i) and (ii) of the Company’s Constitution), be re-elected at this Annual General Meeting for a further period of three years.

IIan Rodwell was re-elected as a Director and Chairman at the Annual General Meeting in November 2010. The Information about Ian Rodwell is set out in Section 3 of the accompanying Explanatory Memorandum.

By order of the Board of Directors,
Craig McMenamin
Company Secretary

29 October 2012

Determination of Entitlement to Attend and Vote


For the purposes of the meeting, shares in the Company will be taken to be held by the persons who are registered as holding the shares at 11.00am Sydney time on Friday, 30 November 2012.

Voting Exclusions

A vote must not be cast (in any capacity) on Resolution 5 by or on behalf of the Company’s key management personnel (including the Directors), details of whose remuneration are included in the Remuneration Report (“KMP”) or their closely related parties, whether as a securityholder or as a proxy. However, a vote may be cast on Resolution 5 by a KMP, or a closely related party of a KMP, if:

  • the vote is cast as a proxy;
  • appointed in writing that specifies how the proxy is to vote on Resolution 5; and
  • appointed by a person who is not also a KMP or a closely related party of a KMP; or
  • the KMP is the chair of the meeting casting the vote as a proxy and their appointment expressly authorises the chair to exercise the proxy even though Resolution 5 is connected directly or indirectly with the remuneration of a member of the KMP of the Company.


A shareholder has the right to appoint a proxy, who need not be a shareholder of the Company. If a shareholder is entitled to two or more votes, they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. The Proxy Form must be deposited at the share registry of the Company, Computershare Investor Services Pty Limited, located at Level 3, 60 Carrington Street, Sydney NSW 2000 or at the Company’s Registered Office, Adcorp Australia Limited, Level 1, 7 Kelly Street, Ultimo NSW 2007, facsimile (02) 8524 8705, or by facsimile to Computershare on (03) 9473 2118 no later than 48 hours before the commencement of the Annual General Meeting. Any proxy form received after that time will be invalid for the scheduled meeting.

Explanatory Memorandum

This explanatory note is provided to shareholders of the Company in relation to resolutions to be proposed at the Annual General Meeting of Shareholders to be held at 11.00am on Friday 30 November 2012.

1. Financial Statements and Reports

The Corporations Act requires the following reports in respect of the financial year ended 30 June 2012 to be laid before the Annual General Meeting:

  • Financial Report (which includes financial statements and Directors’ declaration); and
  • The Directors’ Report (which includes the Remuneration Report) and the Auditor’s Report.

Members will be given a reasonable opportunity as a whole at the Annual General Meeting to ask questions and make comments on these reports, and on the business, operations and management of Adcorp.

There is no requirement either in the Corporations Act or the Constitution for Members to approve the Financial Report, the Directors’ Report (other than the Remuneration Report) or the Auditor’s Report.

2. Remuneration Report

By way of summary, the Remuneration Report:

a) explains Adcorp’s policy and the process for determining the remuneration of its executive officers and employees

b) addresses the relationship between the remuneration of Adcorp’s executive officers and Adcorp’s performance

c) sets out remuneration details for each Director and each of the executive officers of Adcorp named in the Remuneration Report for the financial year ended 30 June 2012.
The Directors’ recommend that shareholders vote in favour of Resolution 2. Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted. The vote on this resolution is advisory only, however, and does not bind the Board or Adcorp.

3. Re-Election of Director
Ian Rodwell - Non-Executive Director

Ian Rodwell is the founder of the Adcorp Group and held the position of Managing Director from Adcorp’s inception until his retirement in January 2004.

He is also a Director of the Diabetes Australia Research Trust ('DART'), an organisation responsible for the raising of funds for diabetes research and awarding of grants to medical researchers in Australia; Chairman of Optalert Ltd, a company developing an innovative technology product to measure both alertness and drowsiness, as an aid to the global transport and mining industries; Director of MND Australia, an organisation responsible for raising and funding medical research to find the cause and cure for motor neurone disease.





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