egm announcement

EGM to chg name, and announcement also advises of redundancy packages for some staff.....wonder if they will be taking questions from the floor at the EGM!!!

For further information please contact
SHARE REGISTRY
Investor Relations: 131 MFS (131 637) Computershare Investor Services Pty Ltd
E-mail: [email protected] Level 3, 60 Carrington Street
Website: www.mfsgroup.com.au Sydney NSW 2000
Telephone: 1300 787 650
MFS Limited
ABN 90 107 863 436
ASX & MEDIA ANNOUNCEMENT
EXTRAORDINARY GENERAL MEETING - NOTICE OF MEETING
28 February 2008
MFS Limited (ASX: MFS) confirms that an Extraordinary General Meeting of shareholders will be
held on Friday, 28 March 2008 commencing at 9.00am (Melbourne time) at The Westin III, The
Westin Hotel, 205 Collins Street, Melbourne.
The resolution to be considered at the meeting will be the change of the company’s name to
Octaviar Limited.
The attached Notice of Meeting and Proxy Form will be distributed to shareholders today and
may also be accessed online at www.mfsgroup.com.au by selecting the “EGM Notice of Meeting”
option.
If shareholders approve the name change, the Company’s ASX code will become OCT.
The name change is a result of MFS having reached a confidential agreement, involving a
payment to MFS, with US-based Massachusetts Financial Services over the ongoing use of the
name and trademark ‘MFS’.
REDUNDANCIES
As a consequence of recent asset sales and the ongoing strategic review, it is with regret that
MFS will be offering a program of redundancy packages to some staff.
MFS Chief Executive Officer Craig White said: “Although the strategic review is incomplete, it has
become clear that the future structure and direction of MFS will not sustain the current staffing
level.
I wish to thank all staff for their hard work and contribution, in particular during our recent
difficulties.”
The redundancies are expected to be finalised by the end of next week.
For further information, please contact:
John Hurst
MFS Limited
(02) 8259 7257
MFS Limited - Notice of Extraordinary General Meeting
A meeting of the shareholders (Shareholders) of MFS Limited ABN 90 107 863 436 (Company) will be held at:
Time: 9.00am (Melbourne time)
Date: Friday 28 March 2008
Venue: Westin Room III, The Westin Hotel, 205 Collins Street, Melbourne, Victoria
Business: To consider the resolution set out below
This meeting is an extraordinary general meeting of the Company held in accordance with the Corporations Act 2001
(Cth).
Special Business
1. Change of name
To consider, and if thought fit, pass the following resolution as a special resolution:
“That the name of the Company be changed to ‘Octaviar Limited’ and that the constitution of the Company
be amended accordingly to include the new name.”
By order of the Board
Date: 25 February 2008
David Anderson
Company Secretary
MFS Limited
Notice of Extraordinary General Meeting
Page 2 of 3
EXPLANATORY NOTES
These Explanatory Notes are intended to provide Shareholders with information to assess the merits of the resolution
contained in the accompanying Notice of Meeting.
The Directors recommend that Shareholders read these Explanatory Notes in full before making any decision on how
to vote on the resolution.
Item 1 - Change of name
The full name of the Company is currently MFS Limited and a wholly owned subsidiary of the Company owns the
Australian registered trademark ‘MFS’.
As announced to the Australian Securities Exchange (ASX) on 15 January 2008, the Company has reached an
agreement with Massachusetts Financial Services Company (MFSC) with respect to the litigation against the
Company (and related parties) concerning their use of the name and trademark ‘MFS’ throughout the world
(Settlement Agreement).
As part of the Settlement Agreement, the terms of which are confidential, the Company will receive a payment in
exchange for ceasing to use the name and trademark ‘MFS’ throughout the world and transferring the trademark
‘MFS’ to MFSC and MFSC will discontinue its litigation against the Company (and related parties).
If Shareholders do not approve the resolution to change the Company’s name to Octaviar Limited, the Company will
not receive the payment and the litigation between the Company (and related parties) by MFSC will continue. MFSC
has instituted proceedings in Australia, the United Kingdom and USA seeking amongst other things, orders to cease
use of the MFS name and trademark, damages and costs. Whilst the Company is confident in its position and would
vigorously defend and file a counter claim in the proceedings if the litigation continued, the costs of the proceedings
would be significant and there would always be the risk that the Company would not be successful.
If the resolution is passed, the change of the Company’s name will take effect when ASIC effects the change and
alters the Company’s registration details. As a consequence of the change of the Company’s name, the Company’s
ASX code will change to OCT.
Board recommendation
The Board unanimously recommends that Shareholders vote in favour of the resolution.
The Chairperson of the meeting intends to vote undirected proxies in favour of this resolution where permitted to do
so by the relevant proxy form.
Required Majority
The resolution is a Special Resolution and will be passed if at least 75% of the votes that are cast by Shareholders
entitled to vote on the resolution are voted in favour of the resolution.
Entitlement to vote
All registered Shareholders as at 7.00pm on 26 March 2008 are eligible to vote at this meeting.
Quorum
The meeting will proceed if at least five Shareholders are present in person or by proxy.
Exercise of votes
On a show of hands, each Shareholder has one vote. On a poll, each Shareholder has one vote for each Share held.
Voting of jointly held securities
If Shares are jointly held and more than one of the joint Shareholders vote, only the vote of the Shareholder whose
name appears first in the register of Shareholders will be counted.
Individuals
If you plan to attend the meeting, we ask that you arrive at the venue at least 30 minutes prior to the time designated
for the meeting so that we may check the number of your Shares and note your attendance.
Voting by corporations
In order to vote at the meeting (other than by proxy), a corporation that is a Shareholder or a proxy must appoint a
person to act as its representative. The appointment must comply with the Corporations Act 2001 (Cth). A letter of
representation must be either lodged with the registrar prior to the commencement of the meeting or the
representative must bring to the meeting evidence of his or her appointment including any authority under which it is
signed.
Notice of Extraordinary General Meeting
Page 3 of 3
Voting by proxy
1 A Shareholder entitled to attend and vote at the meeting may appoint not more than two proxies. A
Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the
proportion or number of votes each proxy is appointed to exercise.
2 A proxy need not be a holder of Shares.
3 A form of proxy is enclosed with this Notice of Meeting. Proxy voting instructions are outlined on the back of
the proxy form.
4 The proxy form, together with any authority under which the proxy form is executed or a certified copy of that
authority, must be received no later than 9.00am Wednesday 26 March 2008 at:
Address
Computershare Investor Services Pty Limited
(MFS Limited Extraordinary General Meeting)
OR Computershare Investor Services Pty Limited
(MFS Limited Extraordinary General Meeting)
GPO Box 242
Melbourne
Victoria, 3001
Level 19
307 Queen Street
Brisbane
Queensland, 4000
Facsimile
Attention: Computershare Investor Services Pty Limited (MFS Limited Extraordinary General Meeting)
Facsimile No: +61 7 3237 2152
Online proxy voting
You may also submit your proxy appointment online by visiting the webpage
[www.computershare.com/au/proxy/mfs]. To use this online proxy facility, you will need your Security holder
Reference Number (SRN) or Holder Identification Number (HIN) and postcode, as shown on your proxy form. You will
be taken to have signed the proxy form if you lodge it in accordance with the instructions on the website. If you wish
to use this facility, you must lodge your proxy appointment through this facility by no later than 9.00am Wednesday
26 March 2008.
A proxy cannot be appointed electronically if they are appointed under a power of attorney or similar authority.
The online facility may not be suitable for Shareholders who wish to appoint two proxies with different voting
directions. Please read the instructions of the online proxy facility carefully before you lodge your proxy using that
facility.
Enquiries
Computershare Investor Services Pty Limited: 1300 787 650
Voting Information
1. Voting will be decided on a show of hands unless a poll is demanded by the Chairperson or a Shareholder
or Shareholders entitled to do so before the vote is taken, or before or immediately after the declaration of
the result on a show of hands.
2. On a show of hands, every Shareholder has one vote.
3. On a poll, each Shareholder present shall have one vote for each share held by that Shareholder and in
respect of which that Shareholder is entitled to vote.
4. A Shareholder is entitled to appoint a proxy, attorney or representative (who need not be a Shareholder) to
vote on his or her behalf at the meeting. A Shareholder who is entitled to cast two or more votes may
appoint two proxies or attorneys and may specify the proportion or number of votes each proxy or attorney is
appointed to exercise. If no proportion is specified each proxy or attorney is entitled to exercise half the
Shareholder’s votes. Where a Shareholder appoints two proxies or attorneys, neither will be entitled to vote
on a show of hands and each may only exercise the voting rights the proxy or attorney represents on a poll.
5. An instrument appointing a proxy shall be in writing under the hand of the appointer or of his or her duly
appointed attorney.
6. An instrument appointing a proxy or attorney and the authority pursuant to which the instrument is signed
must be received by Computershare Investor Services Pty Limited at GPO Box 242, Melbourne, Victoria,
3001 or Level 19, 307 Queen Street Brisbane 4001 or by facsimile no. +61 7 3237 2152 by no later than
9.00am 26 March 2008.
MFS LIMITED
ABN 90 107 863 436
TO VOTE ONLINE VISIT:
www.computershare.com/au/proxy/mfs
TO LODGE A PROXY FORM:
Computershare Investor Services Pty Limited
GPO Box 242 Melbourne
Victoria 3001 Australia
Facsimile 61 7 3237 2152
FOR ALL ENQUIRIES CALL:
(within Australia) 1300 787 650
(outside Australia) 61 3 9415 4638
TO LODGE YOUR PROXY ONLINE, SIMPLY VISIT:
www.computershare.com/au/proxy/mfs
000001 000 MFS
MR JOHN SMITH 1
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECEIVED BY 9 AM WEDNESDAY 26 MARCH 2008
LODGEMENT OF A PROXY FORM.This Form (and any Power of Attorney under which it is signed) must be received at an address
given above no later than 48 hours before the commencement of the meeting at 9 am (Melbourne time), Friday 28th March 2008. Any
Proxy Form received after that time will not be valid for the scheduled meeting.
I1234567890
3030
MFS_PROXY_094226/000001/000001/i
*S000001Q01*
If a representative of a corporate securityholder or proxy is to attend the
meeting a letter of representation must be either lodged with the registrar
prior to the commencement of the meeting or the representative must bring
to the meeting evidence of his or her appointment including any authority
under which it is signed.
2 1 P R
Special Business
1. Change of name
In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the other items of business.
I/We being a member/s of MFS Limited hereby appoint
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the
meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Extraordinary General
Meeting of MFS Limited to be held at Westin Room III, The Westin Hotel, 205 Collins Street, Melbourne, Victoria on Friday 28th March 2008 at 9 am (Melbourne time)
and at any adjournment of that meeting.
*I1234567890*
I 1234567890 I ND
000001 000 MFS
MR JOHN SMITH 1
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
MF S