As I have previously disclosed on these forums, my real name is Brennan Westworth and I have been nominated for election to the SOC Board at the upcoming AGM (resolution 16).
I will be attending the meeting at 9:00 on 31 May 2016 in Perth, but can appreciate it if many shareholders cannot attend in person. I am happy to convey any directed proxys at the meeting but please don't nominate me as a proxy without directing me how you wish to vote, as I believe it is your responsibility as a shareholder to make your own decisions with regard to your chosen investment strategy.
The notice of meeting, explanitory statement and proxy form are available at the following link.
http://www.asx.com.au/asxpdf/20160428/pdf/436tymw81mhtq1.pdf
I have also attached a proxy form appointing me as proxy for those who wish to do so and can recommend using
http://www.pdfescape.com/ to fill in the form.
Please submit completed forms to
[email protected] and CC
[email protected] so i can ensure that everything is above board.
If you have already submitted your proxy form and wish to revise it, simply complete a new proxy form and email it to the above addresses stating that your previous form is withdrawn.
Some members have contacted me recently asking for my opinion on the resolutions put forward by our Board, so here is my considered opinion.
Resolution 1 - Ordinary Resolution to adopt the Directors’ Remuneration Report
While the remuneration paid to directors and key management personnel appear to be in line with industry norms, I do not know how much time these people spent working on SOC related matters separate to other roles they are filling within the Hudson Group of companies.
The report should include details of the Corporate Service Agreement with Hudson Corporate Limited especially considering the current mess with Tiaro.
Considering the level of shareholder dissatisfaction I also question the effectiveness of Benjamin Amzalak, who is identified as an investor relationship officer.
Therefore I am voting
NO to Resolution 1
I will address resolutions 2 to 3 regarding election of directors at the end.
Resolutions 5 to 7 - Ordinary Resolutions to ratify previous share issues
Resolutions 5 and 6 are for the additional placement to the GTT at the completion of the July 2015 rights issue and resolution 7 is for the January 2016 placement.
While I strongly disagree that these placements were required and am concerned about the manner in which shares were allocated under these placements, defeating these resolutions will not change what has occurred and will only serve to place the company at risk.
The capacity to issue shares under listing rule 7.1 is supposed to be used responsibly, if we cannot trust the people with the ability to exercise these powers it is they who need to change, not the listing rules.
Therefore I am voting
YES to resolutions 5, 6 and 7.
Resolution 8 - Special Resolution to Approve an Additional 10% Placement Facility
I believe that the 15% limit provides sufficient flexibility to raise funds, I cannot see the need for an additional 10% placement capacity to be approved at this stage. Should the need arise I believe it should be put to the shareholders at an EGM with full disclosure as to the purpose of the funds.
Therefore I am voting
NO to resolution 8
Resolutions 9 to 14 - Issue of 120M options at 0.4c to directors and key management personnel
We have recently seen the share price spike from 0.3c to 0.6c following a rather flimsy announcement. I imagine if the company were to announce concrete agreements and actually follow through with them we will easily be north of 1c.
Our directors have enough skin in the game to be suitably incentivised.
Therefore I am voting
NO to Resolutions 9 to 14
Resolution 15 has been withdrawn by the Company
I will address resolution 16 at the end.
Resolution 17 increase in non-executive director's remuneration pool
I believe the current pool of $200k is sufficient for a company of our size.
Therefore I am voting
NO to Resolution 17
Resolutions 18 and 19 removal and appointment of auditors
I believe we have not been given sufficient information regarding the directors intentions for the ongoing operation of the business past when the Hudson Corporate Service Agreement expires at the end of June.
These resolutions and the fact that they were proposed by Patrick Glovac as the director of Murdoch Capital rather than in his capacity as a director of SOC raises more questions than are answered in the explanitory statement.
Therefore I am voting
NO to Resolutions 18 and 19
Resolutions 2 to 4 election of Patrick Glovac, Charles Thomas and Rocco Tassone and
Resolution 16 election of Brennan Westworth as a Director
I think everyone knows where I stand on these resolutions. I strongly urge all shareholders to thoroughly consider the type of company they want to be invested in and make your own decision.
In summary, this is how I am voting on the resolutions at this AGM:
1 No
2 No
3 No
4 No
5 Yes
6 Yes
7 Yes
8 No
9 No
10 No
11 No
12 No
13 No
14 No
15 Abstain
16 Yes
17 No
18 No
19 No
I encourage every shareholder to fully consider these resolutions and to vote accordingly.
regardless of the size of your shareholding, every vote matters
