Full Press Release Details
AVITA MEDICAL LIMITED
NOTICE OF 2019 ANNUAL GENERAL MEETING
Notice is given that the Meeting will be
TIME: 11.00am (Melbourne time)
DATE: 26 November 2019
K & L Gates, Level 25, 525 Collins Street, Melbourne, Victoria
The business of the Meeting affects your shareholding and your vote is
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek
advice from their professional advisers prior to voting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations
Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7:00pm (Melbourne time) on 24 November 2019.
BUSINESS OF THE MEETING
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2019 together with the declaration
of the directors, the director s report, the Remuneration Report and the auditor s report.
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a
(non-binding) ordinary resolution:
That, for the purposes of section
250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company s annual financial report for the financial year ended 30 June 2019.
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
Corporations Act Voting Prohibition Statement:
A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:
However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a
person described above and either:
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
That, for the purpose of clause 56.1 of the Constitution, ASX Listing Rule 14.5 and for all other purposes,
Suzanne Crowe, a Director, retires by rotation, and being eligible, is re-elected as a Director.
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
That, for the purpose of clause 56.1 of the Constitution, ASX Listing Rule 14.5 and for all other purposes,
Louis Drapeau, a Director, retires by rotation, and being eligible, is re-elected as a Director.
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
That, for the purpose of clause 56.1 of the Constitution, ASX Listing Rule 14.5 and for all other purposes,
Damien McDonald, a Director, retires by rotation, and being eligible, is re-elected as a Director.
To consider and if thought fit, pass with or without amendment the following resolution as an ordinary resolution:
That the shareholders renew the approval of the Company s existing Employee Share Plan for the purposes of ASX Listing Rules 7.1
and 7.2 Exception 9(b); Parts 1.2 and 2J.1 and sections 200B, 200E and 259B(2) of the Corporations Act 2001, and for all other purposes, as laid before the meeting, a copy of which is available for inspection at the registered office of the Company
(during normal business hours).
ASX Listing Rules Voting Exclusion:
The Company will disregard any votes cast in favour of this Resolution 5 by or on behalf of a director of the Company (except a director who
is ineligible to participate in any employee incentive scheme in relation to the Company (or any of their associates).
However, the Company will not disregard a vote if it is cast by:
To consider and, if thought fit, to pass the following resolution as an ordinary resolution
That, for the purposes of ASX Listing Rule 10.11; Section 200B and Chapter 2E of the Corporations Act 2001 and for all other
purposes, approval is given for the Company to issue up to 39,554,252 additional restricted security units (convertible into 39,554,252 fully paid shares in the Company) in the nature of employee long term incentive rights to the Company s
managing director Dr Michael Perry on the terms and conditions set out in the Explanatory Statement.
ASX Listing Rules Voting Exclusion: The Company will disregard any votes cast in
favour of this Resolution 6 by Dr Michael Perry by or on behalf of or his associates. However, the Company need not disregard a vote if
Corporations Act Voting Prohibition Statement:
A vote on this Resolution 6 must not be cast (in any capacity) by or on behalf of either of the following persons:
However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a
person described above and either:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the
remuneration of a member of the Key Management Personnel.
| Dated: 23 October 2019 |
| By order of the Board |
| Mr Mark Licciardo |
| Company Secretary |
To vote in person, attend the Meeting at the time,
date and place set out above.
To vote by proxy, please complete and sign the
enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the
Corporations Act, Shareholders are advised that:
Shareholders and their proxies should also be aware
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company
Secretary on +613 8689 9997
EXPLANATORY STATEMENT
This Explanatory Statement has been
prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.
In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the
Company for the financial year ended 30 June 2019 together with the declaration of the directors, the directors report, the Remuneration Report and the auditor s report.
The Company will not provide a hard copy of the Company s annual financial report to Shareholders unless specifically requested to do so.
The Company s annual financial report is available on its website at www.avitamedical.com.
The Corporations Act requires that at a listed company s annual general meeting, a resolution that the remuneration report be adopted must
be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.
remuneration report sets out the company s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors report contained in the annual financial report of the company
for a financial year.
The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make
comments on the remuneration report at the annual general meeting.
A company is required to put to its shareholders a resolution proposing the calling of another general meeting of shareholders to consider the
removal and appointment of directors of the company (Spill Resolution) if, at two consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration
report. If required, the Spill Resolution must be put to vote at the second of those two consecutive annual general meetings. If more than 50% of votes cast are in favour of the Spill Resolution at the second of those two consecutive annual general
meetings, the company must convene a further shareholder general meeting (Spill Meeting) within 90 days of the second annual general meeting.
All of the directors of the company who were in office when the directors report (as included in the company s annual financial
report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election
at the Spill Meeting.
Following the Spill Meeting those persons whose election or
re-election as directors of the company is approved will be the directors of the company.
At the Company s 2018 annual general meeting the votes cast against the remuneration report considered at that annual general meeting were
less than 25%. Accordingly, the Spill Resolution is not relevant for this 2019 Annual General Meeting.
ASX Listing Rule 14.5 provides that, other than a managing director, a director of an entity must not hold office (without re-election) past the third AGM following the director s appointment or 3 years, whichever is the longer. However, where there is more than one managing director, only one is entitled not to be subject to re-election. The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.
Suzanne Crowe, who has served as a Director since 13 January 2016 and was elected at the Company s Annual General Meeting on
30 November 2016, retires by rotation and being eligible seeks re-election.
Professor Crowe holds MBBS and MD degrees from Monash University, she is a Fellow of the Royal Australasian College of Physicians, and she
holds a Diploma in Medical Laboratory Technology from the Royal Melbourne Institute of Technology. She is also a Member of the Australian Institute of Company Directors.
Professor Crowe s current positions include, Non-Executive Director of St Vincent s Health
Australia and Adjunct Professor of Medicine and Infectious Diseases at Monash University, Melbourne. Her recent past positions include Consultant Specialist Physician, The Alfred Hospital Melbourne, Associate Director (Clinical research), Burnet
Institute Melbourne. She was appointed in 2011 as a Member of the Order of Australia (AM), in recognition of her medical research service in HIV/AIDS.
The Board (Suzanne Crowe abstaining) supports the re-election of Suzanne Crowe, and recommends that
Shareholders vote in favour of Resolution 2.
ASX Listing Rule 14.5 provides that, other than a managing director, a director of an entity must not hold office (without re-election) past the third AGM following the director s appointment or 3 years, whichever is the longer. However, where there is more than one managing director, only one is entitled not to be subject to re-election. The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.
Louis Drapeau, who has served as a Director since 13 January 2016 and was elected at the Company s Annual General Meeting on
30 November 2016, retires by rotation and being eligible seeks re-election.