Notice of 2006 Annual General Meeting

Posted by Jo Lim on 23 October 2006

The board of directors of .au Domain Administration Limited (auDA), is pleased to invite you to attend its 2006 Annual General Meeting.

Date: Thursday 23 November 2006
Time: 11.00 am
Venue: Maddocks, Angel Place, 123 Pitt St, Sydney

Purpose

The purpose of this meeting is to:
• report the activities of auDA
• ratify an increase in independent directors’ fees
• ratify the amount of fees payable to elected directors
• elect directors to board of auDA to replace those retiring by rotation.

Agenda for the AGM

1. Motion to approve the auDA AGM 2005 Minutes.
2. Report from the CEO on activities and progress.
3. Acceptance of the 2005–2006 audited accounts.
4. Approval by ordinary resolution of independent directors’ fees.
5. Approval by ordinary resolution of elected directors’ fees.
6. Resignation from the board of those directors retiring by rotation.
7. Elections for new directors to the board:
a. Supply Class (3 directors) – 4 nominations received
b. Demand Class (2 directors) – 4 nominations received
8. Other Business.
9. Close of Business.

Ordinary Resolutions

Independent Directors' Fees (Agenda Item 4)

Purpose of Resolution
To ratify an increase in the amount payable to the independent directors for the next 12 months from $60,000 to $100,000.

The Resolution
"To ratify the board’s resolution made at its meeting in October 2006 to increase the amount payable to the independent directors to an amount not exceeding the sum of $100,000 in aggregate per annum, such amount to be distributed amongst the said directors at the discretion of the board.''

Elected Directors’ Fees (Agenda Item 5)

Purpose of Resolution
To ratify the amount payable to elected directors of $750.00 per meeting attended (in person or by teleconference), commencing in February 2007.

The Resolution
“To ratify the board’s resolution made at its meeting in October 2006 to set the amount payable to the elected directors of $750.00 per meeting attended (in person or by teleconference).”

Board Election (Agenda Item 7)

The AGM will elect 5 directors to the board, to replace 5 directors who must retire in accordance with clause 19.3 of auDA's constitution. The retiring directors are Bennett Oprysa, Peter Shilling, Cheryl Langdon-Orr, Kim Heitman and Greg Watson.

The directors elected will serve for a term of two years.

The vacancies which will become available are:
• three (3) directors elected only by the Supply Class members;
• two (2) directors elected only by the Demand Class members.

Retiring directors may re-contest these vacancies.

Candidates Standing for Election

Candidate statements are available online.

Voting

You cannot vote at the AGM unless you qualify to vote under clause 16.1 of auDA’s constitution and your membership fee has been paid.

Proxy

For members who cannot attend the meeting but still wish to vote, a Proxy Form (PDF) with instructions is available. All qualifying members have the right to appoint a proxy and the proxy does not need to be a member of auDA.

Proxy forms must be received by 5pm AEDT on Tuesday 21 November 2006. Late proxy forms will not be accepted.

Forms should be faxed to 03 9349 5711 or mailed to 107 Faraday Street, Carlton VIC 3053.