Full Press Release Details
ANNUAL GENERAL MEETING
Including Explanatory Notes and Proxy Form
11.00 am (AEDT) (registration commencing at 10.45pm)
31, 1 O Connell Street, Sydney, NSW, 2000, Australia
This is an important document. It should be read in its entirety. If you
are in doubt as to the course you should follow, consult your financial or other professional adviser.
NOTICE OF 2016 ANNUAL GENERAL MEETING
Notice is hereby given that the 2016 Annual General Meeting of Prima BioMed Ltd ACN 009 237 889 (Company) will be held at K&L Gates, Level 31, 1
O Connell Street, Sydney, NSW, 2000, Australia on 25 November 2016 at 11am (AEDT), for the purposes of transacting the following business.
The Explanatory Notes and Proxy Form accompanying this Notice of 2016 Annual General Meeting are incorporated in and comprise
part of this Notice of 2016 Annual General Meeting.
2016 Annual Financial Report
To receive and consider the Annual Financial Report of the Company for the year ended 30 June 2016, comprising the Financial Report, the Directors Report
and the Audit Report.
NON-BINDING RESOLUTION
consider, and if thought fit, to pass, with or without amendment, the following non-binding resolution:
Resolution 1: Non-binding
resolution to adopt Remuneration Report
That, for the purposes of section 250R(2) of the Corporations Act 2001 (Cth)
(Corporations Act) and for all other purposes, the 2016 Remuneration Report as published in the Directors Report of the Annual Financial Report of the Company for the year ended 30 June 2016 be adopted.
Further details in respect of Resolution 1 are set out in the Explanatory Notes accompanying this Notice of 2016 Annual General Meeting.
Voting Exclusion Statement
As required by the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of:
unless the vote is cast as proxy for a person
entitled to vote in accordance with a direction on the Proxy Form or by the Chairman pursuant to an express authorisation to exercise the proxy.
ORDINARY RESOLUTIONS
To consider, and if thought fit, to
pass, with or without amendment, the following ordinary resolutions:
Resolution 2: Re-election of Director Dr Russell Howard
That, Dr Russell Howard, a director of the Company, who retires in accordance with the Company s Constitution
and, being eligible, offers himself for re-election, be re-elected as a director of the Company.
Further details in respect of Resolution 2 are set out in the Explanatory Notes accompanying this Notice of 2016 Annual General Meeting.
Resolution 3: Grant of Director Performance Rights to Mr Pete Meyers
That, for the purposes of Listing Rule 10.11 and Part 2E of the Corporations Act and for all other purposes, the Company approves and
authorises the issue of 10,023,350 Performance Rights to subscribe for 10,230,350 fully paid ordinary shares in the Company to Mr Pete Meyers and/or his nominee within 1 month after the date of the Annual General Meeting, on the terms and conditions
set out in the Explanatory Notes accompanying this notice. The Director Performance Rights are proposed to be issued to Mr Pete Meyers as remuneration for his services as director of the Company in lieu of cash remuneration for Director s
Voting Exclusion Statement
The Company will disregard any votes cast on Resolution 3 by:
However, the Company need not disregard a vote cast on Resolution 3 if
To consider, and if thought fit, to
pass, with or without amendment, the following special resolution:
Resolution 4: Approval of additional capacity to issue shares under ASX
That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, the issue of Equity Securities
totaling up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing
Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Notes accompanying this Notice be approved.
Further detail in respect of Resolution 4 is set out in the Explanatory Notes accompanying this Notice of 2016 Annual General Meeting.
Voting Exclusion Statement
The Company will disregard any votes cast on Resolution 4 by:
However, the Company need not disregard any votes on
Resolution 4 if is cast by:
Members are entitled to appoint
up to two proxies to act generally at the 2016 Annual General Meeting on their behalf, and to vote in accordance with their directions on the Proxy Form. A proxy need not be a member. A personalised Proxy Form is attached to this
Notice of 2016 Annual General Meeting.
Where two proxies are appointed, each proxy can be appointed to represent a specified proportion or number of the
votes of the member. If no number or proportion of votes is specified, each proxy may exercise half of the member s votes. Neither proxy is entitled to vote on a show of hands if more than one proxy attends the 2016 Annual General Meeting.
If you appoint a proxy, the Company encourages you to direct your proxy how to vote on each resolution by marking the appropriate boxes on the Proxy Form.
Completed Proxy Forms (together with any authority under which the Proxy Form was signed, or a certified copy of the authority) must be returned by 11am
(AEDT) on 23 November 2016:
Further instructions are on the reverse of the Proxy Form.
Where permitted, the Chairman of
the Meeting will vote undirected proxies in favour of all Resolutions, even though Resolution 1 is connected with the remuneration of the KMP.
Accordingly, if you want to vote against or abstain from voting on any of these Resolutions, you should direct your proxy how to vote in respect of that
Resolution by completing the vote directions in Step 2 of the Proxy Form.
Corporate representatives
A corporation which is a member, or which has been appointed a proxy, may appoint an individual to act as a representative to vote at the 2016 Annual General
Meeting. The appointment must comply with section 250D of the Corporations Act. The representative should bring to the 2016 Annual General Meeting evidence of his or her appointment unless it has previously been provided to the Share Registry.
Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance
with the directions on the Proxy Form or it is cast by the Chairperson of the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form to vote as the proxy decides.
ENTITLEMENT TO ATTEND AND VOTE AT THE 2016 ANNUAL GENERAL MEETING
All members may attend the 2016 Annual General
Meeting. The Directors have determined that for the purposes of voting at the meeting, Shares will be taken to be held by the persons who are registered as the holders of those Shares as at 7pm (AEDT) on 23 November 2016.
Dated: 14 October 2016
By the order of the Board
The accompanying Explanatory Notes and Proxy Form including Voting Instructions
form part of this Notice of 2016 Annual General Meeting
EXPLANATORY NOTES TO NOTICE OF 2016 ANNUAL GENERAL MEETING
These Explanatory Notes accompany and form part of the Prima BioMed Ltd Notice of 2016 Annual General Meeting to be held K&L Gates, Level 31, 1
O Connell Street, Sydney, NSW, 2000, Australia on 25 November 2016 at 11am (AEDT). The Notice of 2016 Annual General Meeting should be read together with these Notes.
2016 Annual Financial Report
To receive and consider the Annual Financial Report of the Company for the year ended 30 June 2016, comprising the Financial Report, the
Directors Report and the Audit Report. At the Meeting, a representative of the Company s auditors, PriceWaterhouseCoopers, will be available to answer any questions of the members.
NON-BINDING RESOLUTION
Resolution 1: Non-binding
resolution to adopt Remuneration Report
Pursuant to section 250R(2) of the Corporations Act, at the Meeting, the
Company must propose a resolution that the Remuneration Report be adopted. The vote on this Resolution is advisory only and does not bind either the Directors or the Company.
The purpose of Resolution 1 is to lay before the members the Company s Remuneration Report so that members may ask questions about or make
comments on the management of the Company in accordance with the requirements of the Corporations Act, and vote on a non-binding resolution to adopt the Remuneration Report for the year ended 30 June 2016.
The Remuneration Report is contained within the 2016 Annual Report. You may access the Annual Report by visiting the Company s website
www.primabiomed.com.au or you may order a hard copy of the Annual Report by phoning +61 (0) 2 9276 1224.
A voting exclusion statement is included in the Notice
accompanying this Explanatory Note.
The Board recommends that members vote in favour of
ORDINARY RESOLUTIONS
Resolution 2: Re-election of Director Dr Russell Howard
At each annual general meeting of the Company, an election of Directors, other
than the Managing Director, must be held, in accordance with the Company s Constitution. No Director (except a Managing Director) may retain office for a period in excess of three years without submitting himself or herself for re -election,
and in the event that no Director has held office for three years, the longest serving Director must submit himself or herself for re-election. A Director who retires from office by rotation and is eligible for re-election may offer himself or
herself for re-election. For the purpose of ascertaining the number and identity of the Directors to retire by rotation, a Director appointed by the Directors is not taken into account.
Dr Howard retires by rotation and offers himself for re-election as a Director.