Just a reminder of the agenda for the general meeting 18th...

Just a reminder of the agenda for the general meeting 18th January 2019 “before” the scheduled meeting with IMEC.

We have a Board if Director’s willing to participate in the CR BUT more importantly wanting to CEMENT their position prior to the next meeting with IMEC.

If they were not reasonably confident wouldn’t they be looking to take cash out of the business NOT invest additional capital?

What would you do with the knowledge they have? Bad news take cash and bank the money or Good news invest knowing your capital is safely invested for a nice profit?

NOTICE OF GENERAL MEETING


1. Resolution 1 – Ratification of prior issue of Placement Shares


2. Resolution 2 – Authority for Mr James Dorrian to participate in the Placement


3. Resolution 3 – Authority for Dr Guido Arnout to participate in the Placement


4. Resolution 4 – Authority for Mr David McAuliffe to participate in the Placement


5. Resolution 5 –Authority to issue Shares to Mr Howard Digby in lieu of Director's fees


6. Resolution 6 – Adoption of New Constitution


3. Resolution 1 – Ratification of issue of Placement Shares


6. Resolution 6 – Approval of amendments to Constitution


(f) Proportional Takeovers

A proportional takeover bid is one in which the offeror offers only to buy a specified proportion of each Shareholders' shares.

The Proposed Constitution provides for Shareholder approval of any proportional takeover bid for the shares. Subject to the Listing Rules and ASX Settlement Operating Rules, the provisions require the Directors to refuse to register any transfer of shares made in acceptance of a proportional takeover offer until the requisite Shareholder approval has been obtained.

The perceived advantages of including proportional takeover provisions in the Proposed Constitution are that such provisions may:

(i) enhance the bargaining power of Directors in connection with any potential sale of the Company;

(ii) improve corporate management by eliminating the possible threat of a hostile takeover through longer term planning;

(iii) make it easier for Directors to discharge their fiduciary and statutory duties to the Company and its Shareholders to advise and guide in the event of a proportional bid occurring; and

(iv) strengthen the position of Shareholders of the Company in the event of a takeover, assuming the takeover will result in a sharing of wealth between the offeror and Shareholders, as the more cohesive Shareholders are in determining their response the stronger they are. A requirement for approval can force Shareholders to act in a more cohesive manner. Where Shareholders know that a bid will only be successful if a specified majority of Shareholders accept the offer, they have less to fear by not tendering to any offer which they think is too low.


Do your own research and all in my opinion.


Good Luck All