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Form 20-F x Form 40-F o Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 b 1 : o Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 b 7 : o Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2 b under the Securities Exchange Act of 1934.
Yes o No x If 100 ученых, изменивших мир: 100 открытий, перевернувших наше представление о мире is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2 b : Not applicable.
SIGNATURES Pursuant to ссылка на страницу requirements of the Securities Exchange Act of 1934, the registrant has duly caused the Report to be signed on its behalf by the undersigned, thereunto duly authorized.
The Notice and a personalised proxy is being mailed to all shareholders and t he Company's 2015 Annual Report is available for download from its website: www.
The Company has successfully launched the first generation BREVAGen test across the U.
For more information, please visit www.
Safe Harbor Statement Any statements in this press release that relate to the Company's expectations are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act.
The Private Securities Litigation Reform Act of 1995 PSLRA implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading,discovery,liability,class representation and awards fees.
Since this information may involve risks and uncerta inties and are subject to change at any time, the Company's actual results may differ materially from expected results.
Additional risks associated with Genetic Technologies' business can be found in its periodic filings with the SEC.
Genetic Technologies Limited Website: www.
Box 115, Fitzroy Victoria 3065 Australia Phone +61 3 8412 7000 Fax +61 3 8412 7040 BUSINESS 1.
CONSIDERATION OF FINANCIAL STATEMENTS To receive and consider the Financial Report, Directors' Вот ссылка and Auditor's Report for the year ended 30 June 2015.
RESOLUTION 1 -ADOPTION OF THE REMUNERATION REPORT To consider https://kolopoka.ru/100/gilza-flazhkovaya-latunnaya-28x08-mm-dlya-provoda-05-1-mm-klauke-klk18201a-100-sht.html, if thought fit, to pass the following resolution as an ordinary resolution: "That for the purpose of Section 250R 2 of the Corporations Act and for all other purposes the Remuneration Report as set out in the Directors' Report for the Company for the year ended 30 June 2015 be adopted.
RESOLUTION 2 - RE-ELECTION OF DR MALCOLM ROY BRANDON To consider and,if thought fit, to pass the following resolution as an ordinary resolution: "To elect Dr Malcolm Roy Перейти на источник who retires by rotation in accordance Listing Rule 14.
RESOLUTION 3 - ELECTION OF MR EUTILLIO BUCCILLI To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "To elect Mr Eutillio Buccilli who was appointed to the Board as an additional Director on 12 June 2015 and in accordance with Listing Rule 14.
RESOLUTION 4 - RATIFICATION OF PRIOR PLACEMENT OF SHARES TO SOPHISTICATED INVESTORS To consider and,if thought fit, to pass the following resolution as an ordinary resolution: "That pursuant to Listing Rule 7.
RESOLUTION 5 - RATIFICATION OF PRIOR PLACEMENT OF SHARES TO KENTGROVE CAPITAL GROWTH FUND To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That pursuant to Listing Rule 7.
RESOLUTION 6-REFRESH OF EXISTING KENTGROVE STANDBY EQUITY PLACEMENT FACILITY To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That pursuant to ASX Listing Rule 7.
RESOLUTION 7 -THE ISSUE OF OPTIONS TO MR EUTILLIO BUCCILLI UNDER THE EMPLOYEE OPTION PLAN To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That subject to the passing of Resolution 3 and for the purposes of ASX listing Rule 10.
PROXIES A shareholder entrtled to attend and vote at the Meetmg rs entrtled to appornt not more than two proxres.
Where more than one proxy rs appornted.
If rt does not speofy the proportion or number of votes the proxy may exercise, each proxy may exerose half of the votes.
A proxy need not be a shareholder.
Proxy Forms must be читать полностью in accordance wrth the directrons set out on the Proxy Form страница later than 48 hours prior to the Meeting APPOINTMENT OF PROXIES If you are entrtled to vote at the Meetmg you have the nght to appornt a proxy to attend and vote rn your place To appomt a proxy you should complete Step 1 on the attached Proxy Form.
If you wr sh to appornt a person other than the Charrman, you should complete the second panelrn Step 1, and not "trek " the first panel.
The proxy need not be a shareholder of the Company.
If you are entrtled to cast two or more votes you may appornt two proxres and may speofy the proportion or number of votes each proxy rs appornted to exercrse.
If the proxy apporntments do not specrfy the proportron or number of your votes that each proxy may exerose, each proxy may exercrse half your votes.
If there rs more than one proxy appomted, a show of hands only one of the proxres may vote, but on a poll, each proxy may exerose votes rn respect of those shares the proxy represents.
The Charrman rntends to vote all undrrected https://kolopoka.ru/100/svecha-zazhiganiya-ngk-3964-bkr5eku-3964.html rn favour of the resolutrons put источник the Notrce of Meeting.
In partrcular, rf the C har rman of the Meetrng rs appo,nted as your proxy and you have not spec fred the way the Charrman rs to vote on Resolutr on 1, by srgnrng and returnrng the Proxy Взято отсюда, you are considered to have provrded the Charrman wrth an express authonsatron for the Charrman to vote the proxy r n accordance with the Charrman's r ntention, namely m favour of each of the proposed resolutions set out m the NotiCe of Meetmg.
смотрите подробнее a member has not drrected therr proxy how to vote, the proxy may vote as the proxy determines.
If a member who rs not an Excluded Voter has appor nted as therr proxy an Excluded Voter other than the Charrmanthe member may only vote wrth respect to Resolutron 1 by drrectrng therr proxy how to vote wrth respect to Resolutron 1.
To drrect the Excluded Voter as proxy, the member must complete the "for" or "agamst" or "abstarn" at Step 2 of the Proxy Form for Resolution 1.
An "Excluded Voter" for these purposes means collectrvely one of the key management personnel as set out on page 26 of the Company's 2015 Annual Report, and rs defmed m the Corporations Act 2001 Cth Corporations Act to rnclude the Charrman Key Management Personnel or one of the Key Management Personnel's closely related partres whrch mcludes a spouse, dependent and certam other close family members and companres controlled by the Key Management Personnel.
Proxy forms must be recerved at the Company's offrces 60-66 Hanover Street, F tzroy, Vrctona 3065 Australra or by fax, wrthrn Australia on 03 8412 7040 or outsrde Australia on +61 3 8412 7040, by no later than 10.
BODIES CORPORATE A body corporate may appor nt an rndrvrdual as rts representatrve to exerose any of the powers the body may exercise at meetmgs of the Company's shareholders.
The apporntment may be a standr ng one.
Unless the apporntment states otherwise, the representatrve may exercrse all of the powers that the apporntrng body could exercrse at a meeting or rn votrng on a resolutron The representatrve should bnng to the meeting evrdence of hrs or her apporntment, rncludmg any authority under whrch the apporntment rs sr gned, unless rt has prevrously been grven to the Company.
Each of the Directors supports each resolution and recommends that shareholders vote in favour of them.
CONSIDERATION OF FINANCIAL STATEMENTS Please refer to the Company's 2015 Annual Report.
RESOLUTION 1 - ADOPTION OF THE REMUNERATION REPORT 2.
Th1s Remuneration Report can be found on pages 26to 33 the Company's 2015 Annual Report.
It sets out a range of matters relat1ng to the remuneratiOn of Directors, and Senior Executives of the Company.
A vote on th1s Resolution 1 IS advisory only and does not bmd the Diredors or the Company.
A copy of the Company's 2015 Annual Report can be found on 1ts webs1te at www.
The Corporations Act prov1des that: a members of the Key Management Personnel whose remunerat1on details are included in the Remuneration Report and any closely related party of those members are not permitted to vote on a resolution to approve the Remunerat1on Report, and b 1f the vote to approve the Remuneration Report rece1ves a "no" vote by at least 25% of the votes cast, th1s will constitute a "f1 rst stnke".
As no "strike" occurred at the Genet1c Technolog1es· 2014 Annual General Meeting, the current "stnke" count 1s zero.
If a "f1rst stnke" was to occur at the 2015 Annual General Meetmg: a the Company's subsequent Remuneration Report 1n other words, the Company's Remuneration Report to be 1ncluded m the 2016 Annual Report must 1nclude an explanation of the Board's proposed act1on m response to the "no vote" or an explanation of why no action been taken; and b 1f the Company's subsequent i.
Accordingly, the Board absta1ns from makmg a recommendation 1n relation to Resolution 1.
The Cha1rman intends to exercise all und1rected prox1es 1n favour of Resolution 1.
As set out 1n the Not1ce of Annual General Meet1ng, any member of the Key Management Personnel whose remuneration details are included m the Remuneration Report, together with a closely related party of those members, are excluded from cast1ng a vote on Resolut1on 1.
However, an Excluded Voter may cast a vote on Resolut1on 1 if: a The Excluded Voter does so as a proxy appointed by wnting that specifies how the proxy 1s to vote on the proposed resolution as described in the "Notes" section of th1s Notice of Meet1 ng ; and b The vote 1s not cast on behalf of another Excluded Voter.
An Excluded Voter may also cast a vote on Resolution 1 1f the Excluded Voter 1s the Cha1rman of the Meet1ng and the appomtment of the Chairman as proxy: does not specify the way the proxy IS to vote on the Resolution; or ' expressly authonses the Cha1rman to exerose the proxy even 1f the Resolution 1s connected directly or 1ndirectly w1th the remuneration of a member of the Key Management Personnel for the Company.
RESOLUTION 2 - RE-ELECTION OF DR MALCOLM ROY BRANDON Dr Brandon, retires by rotat1on in accordance w1th the Company's Const1tut1on and be1ng eligible offers h1mself for re-elect1on.
Dr Brandon was appointed to the Board on 5 October 2009 and as 1ts Cha1rman on 28 November 2012.
He has over 39 years' expenence 1n commemally focused research and development and 1n building successful compan1es wh1ch have commeroalised a w1de range of Australian and 1nternat1onal technolog1es.
Dr Brandon IS currently Manag1 ng D1rector of genetics and art1f1cial an1mal breed1ng company Clone International wh1ch uses clon1ng technologies to preserve the genetics of elite animals.
Directors Recommendation The D1rectors of the Company with Dr Brandon abstainmg cons1der that Resolution 2 1s m the best Interests of the Company and recommend that Shareholders vote 1n favour of this Resolut1on 2.
RESOLUTION 3 - ELECTION OF MR EUTILLIO BUCCILLI Mr Buwll1 was appo1nted to the Board on 1 2 June 201 5 as an add1t1onal Director after the last annual general meet1ng and 1n accordance with L1st1ng Rule 1 4.
Mr Buccilli Joined the Company 1n June 201 4 as Ch1ef Financial OffiCer.
In November 2014 Mr Buccllli was appo1med to the pos1t10n of Ch1ef Operat1ng Officer, on 26 February 2015 1t was announced that he had been appo1nted as Ch1ef Execut1ve Off1cer and on 12 June 2015 Mr Bucolli was appo1nted as a director of the Company.
по этому адресу Buccilli has more than 35 years of sen1or management expenence 1n the f1nanc1al serv1ces, contracting and recru1tment, property and retail mdustnes m Australia and the U.
He has held sen1or management pos1t1ons w1th blue ch1p corporations such as General Electnc "GE"Computer Soence CorporatiOn, Coles Myer and Challenger L1m1ted.
Whilst at GE, Mr Buwlli was seconded to the U.
Directors R ecommendation The D1 rectors of the Company w1th Mr Buccilli cons1der that Resolut1on 3 1s 1n the best 1nterests of the Company and recommend that Shareholders vote 1n favour of this Resolution 3.
The Placement Shares were rssued out of the Company's entrtlement under rts ASX Llstrng Rule 7.
The Placement Shares were rssued rn addrtron to the 392,670,150 shares rssued to sophrst eated mvestors wrth shareholder approval, as detailed rn sectron 4 of the Company's Notrce of Meeting dated 5 February 2015 and approved by shareholders on 6 March 2015 Pnor Issue.
ASX Lrstlng Rule 7.
Resolutron 4 seeks shareholder ratrfiCatron of the 0lacement Shares.
I' ratrfred, the Placement Shares would be excluded rn the future from the calculatron of the Company s 15% entrtlement under ASX Lrstrng Rule 7.
The ASX Listrng Rules set out a number of r egulatory requrrements that must be satisfied r n relatron to the ratifrcatron of the rssue of secuntres under resolution.
These are summansed below.
ASX Lrstmg Rule 7 5 requrres that the meetrng documents concernrng a proposed resolutron to approve a pnor rssue m accordance wrth ASX Lrstrng Rule 7 4 must rnclude the followrng rnformatron: a The number of securities allotted: A total of 107,329,800 Placement Shares as have been allotted pursuant to the Company's 15% entrtlement under ASX Lrstrng Rule 7.
However, Genetic Technologies need not drsregard a vote rf: c It rs cast by a person as a proxy for a person who IS ent1tled to vote, 1n accordance w1th the d1rect1ons on the proxy form; or d 1t is cast by the person charnng the meet1ng as proxy for a person who rs entitled to vote, 1n accordance w1th a d1rection on the proxy form to vote as the proxy deodes.
Deta1ls of the Kentgrove Standby Faoltty are set out 1n the Company's Not1ce of Meet1ng dated 6 March 2015.
The Kentgrove Shares, totall1ng 26,500,000 fully pa1d ordinary shares were issued out of the Company's entitlement under its ASX Ltst1ng Rule 7.
Resolution 5 seeks shareholder ratifiCation of the l entg,ove Shares.
I' rattf1ed, the Kentgrove Shares would be excluded 1n the future from the calculation of the Company's 15% entitlement under ASX Llstrng Rule 7.
The ASX L1strng Rules set out a number of regulatory requtrements that must be sat1sfied 1 n relation to the rat,f1cat1on of the 1ssue of secunties under resolut1on.
These are summansed below.
ASX Lrsting Rule 7 5 requtres that the meet1ng documents concernrng a proposed resolution to approve a pr1or 1ssue 1n accordance wrth ASX Ust1ng Rule 7.
However, Genet1c Technolog1es need not d1sregard a vote 1f: c 1t IS cast by a как сообщается здесь as a proxy for a person who IS ent1tled to vote, 1n accordance w1th the d1rect1ons on the proxy form; or d 1t IS cast by the person cha r ng the meet1ng as proxy for a person who IS ent1tled to vote, m accordance w1th a dlrect1on on the proxy form to vote as the proxy deodes.
RESOLUTION 6-REFRESH APPROVAL OF EXISTING KENTGROVE STANDBY EQUITY PLACEMENT FACILITY 7.
As th1s Initial approval exp1red on 5 June 2015, the Company now seeks further shareholder approval to g1 ve the Company the flex1bil1 ty to be able to use the Kentgrove Standby Faol ty for another 3 months follow1ng the approval of th1s Resolut1on 6 The Company IS not stat1ng that 1t will use the Kentgrove Standby Faolity, JUSt that 1t IS seek1ng the abi11ty to do so w1thout 1mpactmg on 1ts 15% allowance under ASX List1ng Rule 7.
The key terms of the Kentgrove Standby Faolity are aga1 n summansed 1n Annexure A, be1ng the same as applied under the Pnor Approval and d1sclosed 1n the not1ce of meeting for the EGM, Prior Noticesubject to m1nor amendment to reflect the Pnor Approval and allow for Shares 1ssued under the Kentgrove Standby Faol1ty s1nce that date.
As prov1ded m the Pnor Notice, Shareholders should note 1n respect of the Kentgrove Standby Faolity.
It is at the d1scret1on of the Company as to whether or not 1t will provide Kentgrove w1th an allotment request.
The Faolity Fee only accrues as the Faolity IS used by the Company and IS rebatable on a pro-rata proportional bas1s less 20% on term1nat1on of the Facility to the extent the Company does not drawdown that amount under the Kentgrove Standby Fac11ity; Allot111ents of Shares reflect1ng drawdmvns accepted by Kentgrove are to be 1ssued at a 5% d1scount to a volume we1ghted average pnce WVAP over the penod of the placement, subject to the m1n1mum 1ssue pnce determ1ned by the Company; The proviSIOn of fund1 ng by Kentgrove, under the Faolity, IS subject to a number of conditiOns, 1nclud1ng that the market traded pnce be no lower than the m1n1mum 1ssue pnce set by the Company, and other cond1t1ons customanly 1ncluded m facilities of th1s nature.
The Company IS only ent1tled to allot Shares pursuant to the approval sought under th1s Resolut1on 6 for a further period of 3 months from the date th1s approval1s obtamed, after wh1ch the Company will need to rely on 1ts ava1lable capaoty under ASX Listing Rule 7.
Approval of th1s Resolut1on 6 will mean that for the 3 month period after the approval the Company will not need to rely on 1ts available capaoty under ASX Listing Rule 7.
The Board believes the Kentgrove Standby Faolity provides flexibility f or the Company and wdl ass1st w1th 1ts fund1ng reqwements as the market for BREVAGenplus contmues to expand 1n the US.
These are summansed below.
However, the Company may not dtsregard a vote tf: c 1 t is cast by a person as proxy for a person who ts entitled to vote, tn accordance wtth the dtrecttons on the proxy form; or d it is cast by the person chainng the general meeting as proxy for a person who IS entttled to vote, tn accordance wtth a dtrectton on the proxy form to vote as Детектор Dors CT 2015 proxy deodes.
RESOLUTION 7 - THE ISSUE OF OPTIONS TO MR EUTILLIO BUCCILLI UNDER THE EMPLOYEE OPTION PLAN 8.
The employees of the Company have been, and will contmue to be, Instrumental 1n the growth of the Company.
The D irectors cons1der that the Opt1on Plan is an appropnate method to: a reward employees for their past performance; b prov1de long term incent1ves for part1opat1on in the Company's future growth; and c motivate and generate loyalty from employees.
SubJect to the отзывам Жидкость тормозная dot5 (0.25l) PFB125 Trw PFB125 интересных of Resolut1on 3, the Company proposes to grant to the Company's Chief Execut1ve Off1cer.
Mr Eutilllo Buwlli, a of 14,236,111 opt1ons Options to purchase fully pa1d ordinary shares in the cap1tal of the Company Shares as a long term incent1ve under the Option Plan.
The Opt1ons will be granted 1n accordance with the rules of the Company's Opt1on Plan last approved by shareholders at the Annual General Meeting held on 25 November 2014.
The terms of the Options Including the vest1ng cond1t1ons are set out 1n Annexure B to this Explanatory Memorandum.
A copy of the full Option Plan is set out on the Company's website and will be sent to any member of the Company upon request.
For the purposes of the ASX L1sting Rules, the Option Plan is an "employee mcent1ve scheme.
Accordingly, approval1s sought pursuant to Llstmg Rule 10.
Where approval under Llst1ng Rule 10.
If and as the vest1ng cond1t1ons are met.
No value w1ll be rece1ved by Mr Eutdllo Buccilli1f the Opt1ons lapse pnor to exerc1se.
However, the Company need not d1sregard a vote cast on Resolut1on 7 1f 1t IS cast by: c a person as proxy for a person who IS ent1tled to vote, 1f the vote is case in accordance w1th the d1rect1ons on the proxy form; or d the person cha1nng the meet1ng as proxy for a person who IS ent1tled to vote, 1n accordance w1th a страница of the proxy form to vote as the proxy dec1des.
FURTHER INFORMATION The D1rectors of the Company are not aware of any other 1nformat1on wh1ch IS relevant to the consideratiOn by members of the proposed Resolutions set out 1n the notiCe of general meet1ng The D1rectors recommend members read these explanatory notes 1n full and, 1f des1red, seek adv1ce from the1r own independent f1nanc1al or legal adv1ser as to tne effect of the proposed Resolu!
IOns before mak1ng any dec1s1on 1n relat1on to the proposed Resolutions.
STANDBY EQUITY PLACEMENT FACILITY In January 2015 the Company entered 1nto a standby equ1ty placement facility w1th Kentgrove Cap1tal Growth Fund, an Investment fund managed by Kentgrove Cap1tal Pty Ltd ACN 150 638 627 Kentgroveunder wh1ch the Company at 1ts elect1on may request and Kentgrove may at 1ts election accept the allotment of Shares 1n the Company from t1me to t1me on the terms of the facility Kentgrove Standby Facility.
E1ther the Company or Kentgrove may terminate the Kentgrove Вот ссылка FaCility on 7 days not1ce w1thout the need to prov1de any reason or cause.
No termmatiOn fee IS payable by e1ther party.
The Kentgrove Standby FaC1I1ty was approved by shareholders at the Company's general meeting held on 6 March 2015.
ALLOTMENT REQUEST AND SUBSCRIPTION Where under the Kentgrove Standby Facility, the Company has 1ssued a request вот ссылка 1s accepted by Kentgrove, the 1ssue price for the relevant Shares IS calculated at a 5% d1scount to a volume we1ghted average price VWAP of trading m the Company's Shares by Kentgrove over the penod of the placement Issue Price.
In all cases, 1f the Shares are 1ssued pursuant to Resolution 6, the Issue Pnce shall not be less than 80% of the VWAP for the Shares calculated over the last 5 days on whiCh sales 1n the Shares were recorded before the day on по этой ссылке the issue IS made.
It IS a standby faCility allowmg the Company from t1me to t1me to request Kentgrove to subscnbe for Shares 1n the Company.
There IS no min1mum number of Shares wh1ch must be 1ssued.
The Company is under no obligat1on to request and, except to the extent the request IS accepted, Kentgrove IS under no obligat1on to subscnbe for Shares 111 the Company.
Kentgrove cannot subscnbe for Shares except in accordance w1th a request from the Company, and cannot 1n1t1ate a request.
If the Company, from t1me to t1me, prov1des Kentgrove Cap1tal w1th an Allotment Request1n that Allotment Request the Company will speCify: the relevant penod for the Share Allotment Allotment Period the max1mum number of Shares Kentgrove may subscnbe for Maximum Subscription Amount and the m1n1mum pnce at wh1ch the Company would be prepared to 1ssue Shares for the relevant penod Minimum Issue Price wh1ch 1n any case.
Kentgrove then decides as to how much of the Allotment Request 1t will accept.
At the end of the Allotment Penod Kentgrove prov1des the Company w1th a wntten confirmation Allotment Notice conf1rm1ng the number of Shares Kentgrove will purchase and the applicable Issue Pnce.
The Company will 1ssue to Kentgrove the allotted Shares, Kentgrove will prov1de the subscnptlon mon1es for those Shares Allotment Moniesand the Company will update the ASX market by the reqwed d1sclosure.
All Allotment Requests are subject to the Company's abil1ty to 1ssue the Shares when requ1red 1nclud1ng, 1f appl1cable, its capaCity under ASX Listing Rule 7.
SHAREHOLDER APPROVAL The Company pursuant to Resolut1on 6 of th1s Not1ce of Annual General Meet1ng seek1ng Shareholder approval for the allotment of Francisca Castro Vi?dez, Ignacio Rodero D?ez, Carmen Francos Companeros Nueva edici?n under the Kentgrove Standby FaCility.
If Shareholder approval1s not obta1ned for any reason, the Company may st1ll proceed w1th the allotment of Shares under the Kentgrove Standby FaCility util1s1ng 1ts 15% capaCity under ASX L1stmg Rule 7.
KENTGROVE FACILITY FEE On entry 1nto the Kentgrove Standby FaCility and 1mmed1ately follow1ng the lodgement w1th ASIC of a prospectus m relat1on to the Kentgrove Standby Facilitythe Company 1ssued Kentgrove 40 million Shares.
The FaCility Fee only accrues to the benef1t of Kentgrove on a proportional bas1s, as the Kentgrove Facil1ty 1s used by the Company.
The FaCility Fee shall be rebated, on https://kolopoka.ru/100/d-link-dvg-5008sg-a1a-proj-golosovoy-shlyuz-s-8-fxs-portami-1-wan-portom-10-100-1000base-t-i-4-lan-p-2.html pro rata proport1onal basis, for the dollar amount of the Kentgrove Standby Facility that has not been ut1lised upon term1nat1on or exp1ry of the FaCility.
The rebate Facility Fee Rebate equates to a repayment of 80% of the Facility Fee or a buy back or cancellation of the Fac11ity Fee Shares as nom1nated by Kentgrove.
TAX LIABILITY The Company will pay an equivalent amount 1n cash to Kentgrove Cap1tal for any tax liabi11ty mcurred by Kentgrove Cap1talm relat1on to the portion of the Facility Fee that has not yet accrued and been brought to account under the unutil1sed port1on of the Facil1ty, payable 1f and when the tax liabil1ty arises.
Kentgrove Cap1talwill make repayments to the Company, m respect of the tax liability advance, when Kentgrove Cap1talmvo1ces the Company, on a quarterly bas1s, as and when the faolity fee IS brought to account 6.
LIMITED FUTURE FUNDING RESTRICTIONS The Company shall have no restnct10ns as a result of the Kentgrove Standby Faohty on entenng 1 nto debt f1nanc1ng arrangements or from undertak1ng add1t1onal pnvate placements, nghts 1ssues or Shareholder purchase plans.
However, the Company will be restncted from entenng 1nto a s1m1lar equ1ty lme fac11ity for a period of 24 months from the commencement of the Agreement 1n January 2015.
Should the Company enter mto a s1m1lar Transaction w1th1n th1s 24 month penod unless as a result of gross negligence on the part of Kentgrove or Kentgrove defaulting on 1ts obligatiOns under the Faolity then any Fac1l1ty Fee that was prev1ously rebated must be repa1d to Kentgrove.
If the Company IS 1n default of its obligat1ons under the Kentgrove Standby Faolity, then the Facility Fee Rebate w1ll not apply.
SHARES ISSUED All Shares 1ssued pursuant to the Kentgrove Standby Facil1ty will rank equally m all respects w1th ex1st1ng Shares from the date of the1r issue.
Subject to clause 2, each Opt1on rs exercrsable at any trme after the date on whrch the Opt1on meets 1ts vestrng condrtr ons descrrbed below Vesting Dateuntil rncluding the1r exp1 ry date Expiry Datenamely 5 years from the 1ssue date of the Opt1ons Issue Date.
Any Optrons not exerc1sed by the Exp1 ry Date will automatically lapse on the Exprry Date.
The Opt1ons may be exercised for part or all of the Opt1ons rssued by the Optron Holder g1vrng wntten notrce Notice of Exercise to the Company at 1ts regrstered offiCe after the respectrve Vest ng Date and pnor to the Exp1ry Date.
The Optrons rn a partrcular tranche described rn clause 1 above are transferable by an Optron Holder on wntten notrce to the Company aher the respectrve Vesting Date of those Optrons, and where the Shares are quoted, rn accordance wrth the ASX Lrstrng Rules, provrded that the Optrons cannot be transferred or assrgned wrthrn 12 months after the Issue Date.
The transferor of an Optron remarns the holder of that Optron untrl the name of the transferee rs recorded rn посмотреть еще Optron Regrster as the holder of that Optron.
A Optron may be only be transferred by an Option Holder wrthout the consent of the Company where the: 7 a Optronholder complies wrth all applrcable laws and regulatrons, rncludrng the relevant provrsrons of the Corporatrons Act and where applicable the ASX Lrstrng Rules; and b transferee rs an Exempt Investor and rs a resrdent of, or rncorporated or formed rn, the Commonwealth of Australia and rs not a drrect or rndrrect competrtor of the Company.
If any reorganrsatron includrng consolrdatron, subdrvrsron, reductron, return or cancellatron of the rssued caprtal of the Company occurs страница the exprry of any Optrons.
An Optron does not confer the nght to partrcrpate rn new rssues of caprtal offered to holders of Shares Rights Entitlement dunng the currency of the Opt1ons Without exercrsrng the Optrons.
However, the Company will ensure that for the purpose of determ1n1ng Rrghts Entitlements to any such 1ssue, the Optron Holder rs to recerve wntten notrce from the Company of the pendrng clos1ng or record date and suffrcrent trme 'or the Optron Holder to exercrse the Optrons that have vested prror to that closrng or record date 1n order to qualify for the partrc1pat1on 1n the Rrghts Entrtlement to the extent of the Opt1ons that have vested 11.
If the Shares are lrsted for quotat1on on the ASX, the Company will apply to the ASX for, and will use rts best endeavours to obtarn, quotation or listrng of all Shares allotted on the exerose of any Oot ons w1th1n 10 Busrness Days as de'ned 1n the lrstrng Rules of the ASX of allotment 12 In the event of the lrquidat1on of the Company, all unexerosed Opt1ons wrll lapse upon the occurrence of that l1qurdatron.
The Optrons do not provrde any entrtlement to drv1dends pard to ordrnary shareholders.
The Optrons do not entrtle the Optron Holder to vote at any meetrng of shareholders.
To the адрес страницы that any of these Optron Terms and Condrtrons are rnconsrstent w1th or contrary to the ASX Listrng Rules rf anythe ASX Lrstrng Rules provrsions will prevarl and these Optron Terms and Condrtrons are deemed to rncorporate the relevant ASX Listrng Rules prov1s1ons as an amendment to these terms; and 16 These terms and condrtrons are governed by the law of Victorra The part1es submrt to the non-exclusrve Junsdrdron of the courts of Vrctona.
Box 115, Fitzroy Victoria 3065 Australia By Hand Delivery: 60-66 Hanover Street, Fitzroy, Victoria 3065 Australia f-0 0 0 0 01 000 GTG MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030 Alternatively you can fax your form to within Australia 03 8412 7040 outside Australia +61 3 8412 7040 For all нажмите сюда call: within Australia 1300 850 505 outside Australia +61 3 9415 4000 Proxy Form For your vote to be effective it must be received by 10.
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 https://kolopoka.ru/100/lkm-suvenirnie-butaforskie-dengi-dlya-vikupa-pachka-sssr-100-rub.html 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 registra tion.
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.
If you do not mark a box your proxy may vote or abstain as they choose to the extent permitted by law.
If you mark more than one box on an item your vote will be invalid on that item.
The sum of the votes cast must основываясь на этих данных 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.
Turn over to complete the form -+ c Q c a.
Securityholders sponsored by a broker reference number commences with 'X' should advise your broker of any changes.
Do not insert your own name s.
Important Note:If the Chairman of the Meeting is or becomes your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1 and 7 by marking the appropriate box in step 2 below.
DOD Resolution 1 Adoption of Remuneration Report DOD Resolution 2 Re-election of Dr Malcolm Roy Brandon as a Director DOD DOD DOD DOD DOD Resolution 3 Election of Mr Eutillio Buccilli as a Director Resolution 4 Ratification of Prior Placement of Shares to Sophisticated Investors Resolution 5 Ratification of Prior Placement of Shares to Kentgrove Capital Growth Fund Resolution 6 Refresh of existing Kentgrove Standby Equity Placement Facility Resolution 7 The Issue of Options to Mr Eutillio Buccilli under the Employee Option Plan The Chairman of the Meeting intends to vote undirected proxies in favour of each resolution.
Signature of Securityholder s Individual or Securityholder 1 This section must be completed.
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