Full Press Release Details
Australian Cancer Treatment Company
Annual General Meeting
Including Explanatory Notes and Proxy Form
Friday, 15 November 2013
10.30 am (AEDT) (registration commencing at 10.00 am)
Radisson Blue Plaza Hotel Sydney, 27 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 2013 ANNUAL GENERAL MEETING
hereby given that the 2013 Annual General Meeting of Prima BioMed Ltd ACN 009 237 889 (Company) will be held at Radisson Blue Plaza Sydney, 27 O Connell Street, Sydney, NSW, 2000, Australia on Friday, 15 November 2013 at 10.30am (AEDT),
for the purposes of transacting the following business.
The Explanatory Notes and Proxy Form accompanying this
Notice of 2013 Annual General Meeting are incorporated in and comprise part of this Notice of 2013 Annual General Meeting.
2013 Annual Financial Report
To receive and consider the Annual Financial Report of the Company for the year ended 30 June 2013, comprising the
Report, the Directors Report, and the Audit Report.
NON-BINDING RESOLUTION
To 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 2013 Remuneration Report as published in the
Directors Report of the Annual Financial Report of the Company for the year ended 30 June 2013 be adopted.
Further details in respect of
Resolution 1 are set out in the Explanatory Notes accompanying this Notice of 2013 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:
(a) a member of the key management personnel named in the Remuneration Report (KMP); or
(b) a closely related party of a member of any KMP,
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 Ms Lucy Turnbull, AO
That, Lucy Turnbull, a director of the Company, who retires in accordance with the Company s Constitution and,
being eligible, offers herself 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 2013 Annual General Meeting.
Resolution 3: Re-election of Director Mr Martin Rogers
That, Martin Rogers, 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 3 are set out in the Explanatory Notes accompanying this
Notice of 2013 Annual General Meeting.
Resolution 4: Re-election of Director Dr Russell Howard
That, Russell Howard, a director of the Company appointed by the board during the year, 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 4 are set out in the Explanatory Notes accompanying this Notice of 2013 Annual General Meeting.
Members are entitled to
appoint up to two proxies to act generally at the 2013 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
2013 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 2013 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 10.30am (AEDT) on Wednesday, 13 November 2013:
by mail to the Boardroom Pty Limited, GPO Box 3993, Sydney, NSW, 2000,2001;
personally to Boardroom Pty Limited at Level 7, 207 Kent Street, Sydney, NSW, 2000; or
by facsimile to + 61 (0)2 9279 0664.
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 2013 Annual General Meeting. The appointment must
comply with section 250D of the Corporations Act. The representative should bring to the 2013 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 2013 ANNUAL GENERAL MEETING
All members may attend the 2013 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 (AEST) on 13 November 2013.
Dated: 4 October 2013
The accompanying Explanatory
Notes and Proxy Form including Voting Instructions form part of this Notice of 2013 Annual General Meeting.
BioMed Ltd ACN 009 237 889
EXPLANATORY NOTES TO NOTICE OF 2013 ANNUAL GENERAL MEETING
These Explanatory Notes accompany and form part of the Prima BioMed Ltd Notice of 2013 Annual General Meeting to be held
on Friday, 15 November 2013 at 10.30am (AEDT). The Notice of 2013 Annual General Meeting should be read together with these Notes.
2013 Annual Financial Report
To receive and consider the Annual Financial Report of the Company for the year ended 30 June 2013, 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 2013.
The Remuneration Report is contained within the 2013 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.
1.2 Voting exclusion statement
statement is included in the Notice accompanying this Explanatory Note.
1.3 Directors Recommendation
The Board recommends that members vote in favour of Resolution 1.
ORDINARY RESOLUTIONS
Resolution 2: Re-election of Director Ms Lucy Turnbull, AO
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.
Ms Turnbull retires by rotation and
offers herself for re-election as a Director.