Sabina Corporation Limited - Investment Property Development Consultancy Australia

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Issued 21/03/11
Updated   25/10/11

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:

  1. 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).

  2. 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.

  3. 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).

  4. 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.


  5. 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.


  6. 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.


  7. 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.


  8. 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".

  9. 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.

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