Sabina Corporation Limited
ABN 67 010 723 181
Registered Office
C/-PKF Offices, Level 5, RSL Centre, 9 Beach Road, Surfers Paradise, Qld 4217
Email: mail@sabina.com.au Website: www.sabina.com.au
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Sabina Corporation Limited will be held at The Brisbane Polo Club, Corner Eagle & Felix Streets, Waterfront Place, Brisbane, Qld 4000 Australia at 11.30 a.m. Friday 25th November 2011.
BUSINESS:
- Annual Financial Report
To receive, consider and adopt the Financial Statements, the Directors'
Report and the Auditor's Report for the year ended 30th June 2011.
(A copy of the Annual Report can be viewed online).
- Ordinary Resolution No 1 - Re-election of Director (Mr R X YU)
To consider, and if thought fit, pass the following as an ordinary resolution.
"That Mr. Roger Xianwei Yu, being a director retiring from office by rotation in
accordance with Rule 16.1 & 16.2 of the Company's Constitution, being
eligible, is hereby re-elected as a non-executive director.
- Ordinary Resolution No 2 - Remuneration Report
To consider, and if thought fit, pass the following as an ordinary resolution.
"That the Remuneration Report for the period ended 30th June 2011 is hereby
adopted".
(Please note that the vote on this item is advisory only and does not bind the directors of the
Company).
- Ordinary Resolution No 3 - Issue of Shares in satisfaction of Promissory
Notes.
To consider, and if thought fit, pass the following as an ordinary resolution.
"That in accordance with ASX Listing Rule 10.11 the issue of 2,800,000 fully-paid
ordinary shares at 25 cents each in the Company to G8 Management Pty Ltd in full
satisfaction of the unsecured Promissory Notes for $700,000, be approved.
Voting Exclusion Statement
The Company will disregard any votes cast on this resolution by G8 Management Pty Ltd, Churchill
Nominees Australia Pty Ltd and Mr. P B Chen and their associates. However, the Company need
not disregard a vote if it is cast by a person who is entitled to vote in accordance with the
directions on the form; or if it is cast by a person chairing the meeting as proxy for a person
entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.
- Ordinary Resolution No 4 - Issue of Shares to Directors
To consider, and if thought fit, pass the following as an ordinary resolution.
That in accordance with ASX Listing Rule 10.11 and Rule 3.1 of the
Company's Constitution, the directors listed below be allotted with the
following fully-paid ordinary shares at a deemed issue price at 25 cents per
share in full settlement of the directors' fees accrued as at 30th June 2011.
| Name |
No. of Shares/Price |
Amount |
| |
|
|
| Mr. P B Chen |
24,000 shares @ $0.25 |
$6,000 |
| Mr. R D Tilby |
12,000 shares @ $0.25 |
$3,000 |
| Mr. R X Yu |
12,000 shares @ $0.25 |
$3,000 |
| Mr. J R Huey |
6,000 shares @ $0.25 |
$1,500 |
| |
|
|
| Total |
54,000 shares |
$13,500 |
Voting Exclusion Statement
The Company will disregard any votes cast on this resolution by any of the above named persons
and their associates. However, the Company need not disregard a vote if it is cast by a person as
proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or
if it is cast by the person chairing the meeting as proxy for a person entitled to vote in
accordance with a direction on the proxy form to vote as the proxy decides.
- Ordinary Resolution No 5 - Ratification of Past Issue of Shares
To consider, and if thought fit, to pass the following as an ordinary resolution.
"That, in accordance with ASX Listing Rule 7.4 shareholders ratify the
previous allotment of 1,900,000 fully-paid ordinary shares at 25 cents each
under an equity swap arrangement in exchange for the acquisition of 475,000
ordinary units in Mariners FC Development Unit Trust -representing the first
tranche of the total consideration of $3,500,000 for the acquisition of a 35%
interest in Mariner FC Developments Unit Trust".
Voting Exclusion Statement
The Company will disregard any votes cast on this resolution by Turnbull Group Investments Pty
Ltd, Scarborough Malta Limited and their associates. However, the Company need not disregard
a vote if it is cast by a person as proxy for a person who is entitled to vote in accordance with the
directions on the proxy form; or if it is cast by the person chairing the meeting as proxy for a
person entitled to vote in accordance with a direction on the proxy form to vote as the proxy
decides.
- Ordinary Resolution No 6 - Issue of New Shares
To consider, and if thought fit, to pass the following as an ordinary resolution.
"That, in accordance with ASX Listing Rule 7.1, shareholders approve the
allotment of 9,100,000 fully-paid ordinary shares at 25 cents each as
consideration under an equity swap arrangement in exchange for the
acquisition of a further 2,275,000 ordinary units in Mariners FC Developments
Unit Trust -representing the second tranche of the total consideration of
$3,500,000 for the acquisition of a 35% interest in Mariners FC Developments
Unit Trust."
Voting Exclusion Statement
The Company will disregard any votes cast on this resolution by Turnbull Group Investments Pty
Ltd, Scarborough Malta Limited and their associates. However, the Company need not disregard
a vote if it is cast by a person as proxy for a person who is entitled to vote in accordance with the
directions on the proxy form; or if it is cast by the person chairing the meeting as proxy for a
person entitled to vote in accordance with a direction on the proxy form to vote as the proxy
decides.
- Ordinary Resolution No 7 - Issue of Convertible Notes
To consider, and if thought fit, to pass the following as an ordinary resolution:
"That, in accordance with ASX Listing Rule 7.1, shareholders approve and
authorise the directors to secure capital funds from Clients of Patersons
Securities Limited in Sydney an aggregate total of up to $5 million
(20,000,000 shares at 25 cents each) for working capital purposes by way of
Convertible Notes on the terms set out in Appendix "A" of the Explanatory
Memorandum".
- General
Questions and Comments by Shareholders at the Meeting.
By Order of the Board
(signed)
Roger X Yu
Director / Secretary
Dated: 21st October 2011
IMPORTANT
A member entitled to attend and vote is entitled to appoint a Proxy to attend and vote in his / her stead. That person need not be a member of the Company, but should be a natural person over the age of 18 years. The instrument appointing a Proxy shall be in writing under the hand of the appointed or his attorney authorised in writing or if the appointed is a corporation under the seal or under the hand of an officer or attorney duly authorised.
A form of Proxy is enclosed with this notice. Forms must be lodged at the registered office or Fax to: (07) 5544 6628 not less than 48 hours before the time of the meeting.
VOTING ENTITLEMENT
For the purposes of determining voting entitlements at the General Meeting, the Directors have in accordance with Regulation 7.11.37 of the Corporation Regulations passed a Resolution to the effect that shares are to be taken to be held by the persons who are registered as holding the shares at 7 p.m. (Sydney Time) on Wednesday 23rd November 2011. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting. |
