ADO 0.00% 2.1¢ anteotech ltd

Howshould we vote at this AGM? Firstly, there is no hurry for...

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    Howshould we vote at this AGM? Firstly, there is no hurry for shareholders to vote.This can be done up until a couple days beforehand or live if you attend themeeting. There are lots of variables to consider. Unfortunately, a number ofresolutions could have been better thought out and one could be voted againston principle. It is very unusual to have to vote against resolutions. If thecompany had not been attracting such close attention from shareholders some ofthese would have snuck through. Anyway, this is a time when close shareholderattention is a good thing for a company on the cusp of greater things.

    Let’slook at each resolution.

    1. Remunerationreport – this is a standard resolutionabout remuneration policy and actual remuneration. It is also a means wherebyshareholders can lodge a meaningful protest vote about other matters. This isbecause if more than 25% of shares at the meeting vote against this resolutiontwo years running the whole Board can be spilled.
    This year there are two reasons why one could vote against this resolution

    a. The performance of CEO and Chair hasbeen discussed at length on HC; this a place where the level of satisfaction canbe expressed; and

    b. The issue of options to staff withan exercise price of 1c when the share price was 21.5c. This is a case of providinga reward and goes against the principles of issuing incentive options (i.e., toprovide an incentive not a reward), causes the recipients tax problems, isagainst Australian Shareholder Association and Australian Institute of CompanyDirectors Guidelines and sets a new precedent in Anteo that is dangerous.

    2. Re-election of Jack Hamilton as a Director – There is a lot ofdebate about Jack and his re-election does not need to be discussed here. Saveto say there are three choices for, against and abstain – all send a very clearand different message.

    3. Re-election of GlendaMcLoughlin as a Director – She sounds to be a good find

    4. Re-election ofKatherine Woodthorpe as a Director – Thanks to a careful and supportiveshareholder introduction Katherine came on board. If anyone would like aninsight about Katherine she spoke at the Press Club yesterday. Her talk is onABC Iview great talk and Q&A session – very impressive.

    5. Ratification of priorissue of Placement Shares (LR 7.4) – normal ratification

    6. Ratification of priorissue of Fee Options (LR 7.4) - PAC were paid a 6% fee in cash plusthese options for a total fee of over $2m (per the accounts). Discussion with aleading ASX chair thought the 6% was high and the options extremely unusual. ToVote against this resolution sends a strong message to the board.

    7. Ratification of shareissue under Share Purchase Plan - normal ratification

    8. Approval to adopt newEmployee Equity Incentive Plan -– see resolution 1 comments – Theemployee equity incentive plan needs a clause to forbid the issue of optionsbelow market. This could be reconsidered and put forward again next year

    9. Aggregateremuneration payable to non-executive Directors – it was far to low to providefor reasonable remuneration to a director of an emerging company.

    10. Adoption ofConstitution -– many of the amendments particularly clause 8 (it does not work inreality) are faulty and clause 16 gives the chair unfettered sweeping powers ata general meeting. There needs to be checks and balances put in place. Also,some of the unchanged clauses are out of date and if the Constitution is to beamended why not do a good job. Perhaps a school teacher would ask a student to re-examinetheir work and re-submit it at a later time.

 
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