re: agm definitely today? 26 October, 2004 Company Announcement Notice of Annual General Meeting The Directors of Solagran Limited are pleased to announce the Notice of Annual General Meeting of shareholders, which will be held at 3pm (ESDST) on Monday 22 November, 2004 in the Webb Room, Hotel Charsfield, 478 St Kilda Road, Melbourne. Peter Stedwell Director On behalf of the Board of Directors Solagran Limited Solagran Limited is an Australian company founded in 1995 with the objective of commercialising the results of a research and development program that commenced in Russia in the 1930s, and which has continued, uninterrupted, until the present day. The focus of the research program has been the extraction and utilisation of the “live elements” of tree foliage. Solagran has collectively trademarked these substances using the term Bioeffectives®. Solagran’s technology permits it to obtain many different Bioeffectives from tree and plant sources. One of the highest value Bioeffectives is a class of organic substances known as polyprenols. Polyprenols are naturally occurring precursors of dolichol, which is found in all of the vital organs of the human body, and which plays an essential role in cell metabolism and in supporting the immune system. Solagran has committed significant resources to the development and testing of Bioeffective R – a Bioeffective comprising polyprenols. Initial indications suggest Bioeffective R may have a very positive impact on damaged liver cells – particularly in patients suffering from hepatitis, cirrhosis and other chronic liver conditions. Solagran Limited Solagran Limited ACN 002 592 396 Level 11 492 St Kilda Road Melbourne 3004 Victoria Australia Tel 61 3 9820 2699 Fax 61 3 9820 3155 Notice of General Meeting of Shareholders Notice is hereby given that the Annual General Meeting of Solagran Limited (“the Company”) will be held at the Webb Room, Hotel Charsfield, 478 St Kilda Road, Melbourne, on Monday 22 November, 2004 at 3pm. The meeting will consider the financial statements and reports for the year ended 30 June, 2004. The following resolutions will then be put before the meeting: To consider, and if thought fit, pass the following resolutions as ordinary resolutions: 1. Election of Director “THAT Mr Charles Pellegrino be elected as a Director of the Company”. 2. Election of Director “THAT Mr Peter Stedwell be elected as a Director of the Company”. 3. Adoption of a New Constitution for the Company “THAT the Company adopt the Constitution as marked and tabled at the meeting by the Chairman of the Meeting as the Constitution of the Company and replacing the current Constitution”. 4. Restoration of 15% Placement Power “THAT the shareholders confirm and thereby approve the issue of 4,900,000 ordinary shares at $0.10 per share with a free attaching Unlisted Option, exercisable at $0.20 on or before 30 April, 2008, to the recipients of the shares as named in the Explanatory Notes for this resolution”. The Company will disregard any votes cast on these resolutions by any person who participated in the issue and any of their associates. However, the Company need not disregard a 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 who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. Peter Stedwell Company Secretary / Director Dated 15 October, 2004 Proxies A member entitled to attend and vote at the meeting who is a natural person is entitled to appoint a proxy by a written appointment signed by the appointor or the appointor’s attorney. A member entitled to attend and vote at the meeting who is a corporation is entitled to appoint a proxy by a written appointment under the appointer’s common seal or signed by a director, secretary or attorney of the appointer. A proxy need not be a member of the Company. A member who is entitled to cast 2 or more votes may appoint 2 proxies, and may specify a portion or number of the appointor’s votes each proxy is appointed to exercise (if no proportion or number is specified, each proxy is deemed to exercise half the member’s votes). For an appointment of a proxy to be effective, the Proxy Notice enclosed must be received by the Company (at the registered office of the Company) at least 48 hours before the meeting. If the appointment is signed by the appointor’s attorney, the authority under which the appointment was signed or a certificate copy of the authority must be attached to the Proxy Notice. The address of the registered office of the Company and a facsimile number for the lodgement of proxies are as follows: Solagran Limited Level 11 492 St Kilda Road Melbourne VIC 3004 Fax: 61 3 9820 3155 Corporate Representatives A body corporate, which is a member, may appoint an individual (by certificate under common seal of the appointing body corporate or in another manner satisfactory to the Chairman) as a representative to exercise all or any of the powers the body corporate may exercise at the meeting. Proxy Form for General Meeting I/We ……………………………………………………….. of ……………………………………………………….. am/are a member of Solagran Limited and I/We appoint as my/our proxy: ……………………………………………………….. of ……………………………………………………….. Or failing him or her, the Chairman of the General Meeting of the Company, to be held on 22 November, 2004 at 3:00pm at the Webb Room, Hotel Charsfield, 478 St Kilda Road, Melbourne, to vote for me/us at the meeting and at any adjournment of it. If 2 proxies are being appointed the proportion of voting rights this proxy is authorised to exercise is …………...%. (The Company will supply an additional form on request). For Against Abstain Resolution 1 Election of Charles Pellegrino Resolution 2 Election of Peter Stedwell Resolution 3 Adoption of New Constitution Resolution 4 Restore 15% Placement Ability The Chairman intends to vote all undirected proxies in favour of all resolutions. If you do not wish to direct your proxy on how to vote, please tick the box: By ticking this box, I/We acknowledge that the Chairman may exercise my/our proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as a proxy holder will be disregarded because of that interest. If the member is a Company: The COMMON SEAL of …………………………………………… was hereunto affixed by the authority of its director(s) in the presence of: …………………………………………… ……………………………………... If the member is an individual or joint shareholder: …………………………………………… ……………………………………... Signature Signature Proxy Instructions A member entitled to attend and vote at a meeting is entitled to appoint not more than 2 proxies. Where more than 1 proxy is appointed, each proxy may be appointed to represent a specific portion of the member’s voting rights. A proxy need not be a member of the Company. A proxy form must be signed by the member or his or her attorney. Proxies given by corporations must either be signed under seal or under the hand of a duly authorised officer of attorney. To be valid, the form appointing the proxy and the Power of Attorney or other authority (if any) under which it is signed (or a certified copy) must be lodged with: Solagran Limited Level 11 492 St Kilda Road Melbourne VIC 3004 Fax: 61 3 9820 3155 Not later than 3pm (ESDST) on Friday 19 November, 2004. Solagran Limited Solagran Limited ACN 002 592 396 Level 11 492 St Kilda Road Melbourne 3004 Victoria Australia Tel 61 3 9820 2699 Fax 61 3 9820 3155 Explanatory Notes for General Meeting Consideration of Financial Statements and Reports The Company is required to present the financial statements, Directors’ report and auditor’s report for the year ended 30 June, 2004 to the meeting. The Solagran Limited 2004 Annual Report contains these reports. At the meeting, shareholders will be given the opportunity to ask questions relating to the 2004 Annual Report. No resolutions are required to be passed in regard to the financial statements and reports. Resolution 1 – Election of Mr Charles Pellegrino This resolution proposes the election of Mr Charles Pellegrino as a Director of the Company. Mr Charles Pellegrino Non-executive Director Charles has operated in public practice for over 12 years as an accountant and financial advisor. He is the founder and director of the Stanford Group of Companies. Charles holds a Bachelor of Arts and a Bachelor of Business in Accounting. He provides Solagran with financial advice and assistance in capital-raising. Resolution 2 – Election of Mr Peter Stedwell This resolution proposes the election of Mr Peter Stedwell as a Director of the Company. Mr Peter Stedwell Executive Director & Company Secretary Peter is a graduate of University of Melbourne and has extensive corporate experience in Finance Director and Company Secretarial roles. He has been a Director of Solagran Limited since 1997. Resolution 3 – Adoption of a New Constitution for Solagran Limited The current Constitution for the Company was adopted when the Company traded as Paget Mining Limited. The Directors wish to update the Constitution and the new Constitution to be tabled at the meeting has been reviewed by Wisewoulds Lawyers and Australian Stock Exchange Limited. The main changes covered by the New Constitution can be summarised as: • Changes in Corporations Law to the Corporations Act 2001 • Changes in Listing Rules • Changes from SCH Business Rules to ASTC Settlement Rules and ACH Clearing House Rules A copy of the proposed new Constitution for the Company can be inspected by any shareholder at the registered office of the Company by making an appointment with the Company Secretary. Resolution 4 – Confirmation of Share Placement ASX Listing Rule 7.1 effectively states that a company must not, subject to certain exceptions, issue or agree to issue more than 15% of its capital within a period of 12 months. An issue of securities made in accordance with Listing Rule 7.1 is not counted for the purposes of calculating the 15% in 12 months. ASX Listing Rule 7.4 effectively states that an issue of securities made without approval under Listing Rule 7.1 is treated as having been made with approval if: (i) the issue did not breach Listing Rule 7.1 and; (ii) the shareholders subsequently approve the issue. The issue of Shares and Unlisted Options, the subject of Resolution 4, did not breach Listing Rule 7.1. The shareholders are asked to consider and approve Resolution 4 in accordance with Listing Rule 7.4. This will mean that this issue of Shares and Unlisted Options will not be taken into account when calculating the 15% rule under Listing Rule 7.1. The Company will have restored its power to issue 15% of its capital within the next 12 months. The following information is provided to shareholders in accordance with Listing Rule 7.5: Number of Shares Allotted 4,900,000 Price of Shares Issued $0.10 Terms of Shares Rank equally in all respects with other fully paid ordinary shares issued Intended Use of Funds Raised Working capital and payment for clinical trials of Bioeffective R Number of Unlisted Options Allotted 4,900,000 Price of Unlisted Options Issued Nil – free attaching to Shares issued at $0.10 Terms of Options Unlisted – exercisable at $0.20 on or before 30 April, 2008. One option exercisable as one share Intended Use of Funds Raised Not applicable The Shares and Unlisted Options were issued to: No of Shares No of Unlisted Options Sunshore Holdings Pty Ltd 2,250,000 2,250,000 Gun Capital Management Pty Ltd 2,250,000 2,250,000 Ponderosa Holdings Pty Ltd 400,000 400,000 Total 4,900,000 4,900,000
SLA Price at posting:
0.0¢ Sentiment: None Disclosure: Not Held
