Print   



Notice of 2009 Annual General Meeting

Medic Vision Limited

ABN 67 099 084 143

Date of Notice of Annual General Meeting:    5 November 2009

Date of Annual General Meeting:                    7 December 2009

Time:                                                                       3.00pm EDST

Place:                                                                  191 Burgundy Street Heidelberg VIC 3084

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 3) 9488 5220.

  Notice of 2009 Annual General Meeting

Medic Vision Limited

ABN 67 099 084 143

Notice is hereby given that the Annual General Meeting of the Shareholders of Medic Vision Limited (the Company) will be held at 191 Burgundy Street, Heidelberg, VIC, 3084 on Monday, 7 December 2009, commencing at 3:00 pm (EDST).

The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Annual General Meeting and Explanatory Memorandum are defined in the Glossary.

Ordinary Business

• CONSIDERATION OF ANNUAL ACCOUNTS

To receive and consider the financial statements of the Company and the reports of the Directors and auditor for the year ended 30 June 2009. No formal resolution is required for this matter.

The Directors wish to bring to the attention of Shareholders that there were some minor calculation errors in the Notes to the Financial Statements included in the 2009 Annual Report. The errors are minor (less than AU$2,000 in each case) and do not represent a material change in the accounts. The Company's auditors have confirmed to the Directors that their Audit Opinion is not affected by the minor calculation errors.  The ASX have been notified of these minor calculation errors and no further action is required by the Company.

Shareholders can view the 2009 Annual Report (including the minor corrections noted above), which contains the financial statements and reports on the website of the Company (www.medicvision.com.au) and at the ASX website (www.asx.com.au).

 

        B.  QUESTIONS AND COMMENTS

Following the consideration of the financial statements and reports, the Executive Chairman, Jitto Arulampalam, will give Shareholders the opportunity to ask questions about or comment on the affairs of the Company. The Chief Executive Officer, Vince Leone, will also be available to answer any questions Shareholders may have. The Company's auditor will be present at the meeting and Shareholders will also be given the opportunity to ask the auditor questions relevant to:

• the conduct of the audit;

• the preparation and content of the auditor's report;

• the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• the independence of the auditor in relation to the conduct of the audit.

       C.    RESOLUTIONS FOR APPROVAL

RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, with or without amendment, the following resolution as an ordinary resolution:

"That for the purposes of section 250R(2) of the Corporations Act and all other purposes, the Remuneration Report for the year ended 30 June 2009 included in the 2009 Annual Report be adopted."

Note: The remuneration Report is set out in the 2009 Annual Report. In accordance with section 250R(3) of the Corporations Act, the votes cast in respect of this resolution are advisory only and do not bind the Company.

RESOLUTION 2 - ELECTION OF DIRECTOR - INDRAJIT (JITTO) ARULAMPALAM

To consider and if thought fit, pass the following resolution as an ordinary resolution:

"That Indrajit (Jitto) Arulampalam, having been appointed as a Director by a resolution of the Board dated 2 September 2009, offers himself for election pursuant to clause 20.3 of the Constitution and being eligible, is elected as a Director."

RESOLUTION 3 - ELECTION OF DIRECTOR - VINCENZO (VINCE) LEONE

To consider and if thought fit, pass the following resolution as an ordinary resolution:

"That Vincenzo (Vince) Leone, having been appointed as a Director of the Company by a resolution of the Board dated 6 April 2009, offers himself for election pursuant to clause 20.3 of the Constitution and being eligible, is elected as a Director."

RESOLUTION 4 - RE-ELECTION OF DIRECTOR - FRANK CANNAVO

To consider and if thought fit, pass the following resolution as an ordinary resolution:

"That Frank Cannavo, being a Director, retires pursuant to clause 22 of the Constitution, and having offered himself for re-election and being eligible, is re-elected as a Director."

RESOLUTION 5 - RATIFICATION OF CONVERTIBLE NOTES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That for the purposes of Listing Rule 7.4 and for all relevant purposes, Shareholders:

 

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by any person who participated in the issue and any associate of that person. However, the Company need not disregard a vote, if it is cast 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 who is entitled to vote and is cast in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 6 - RATIFICATION OF ISSUE OF SHARES TO CREDITORS

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 2,062,577 Shares at a deemed issue price of AU$0.045 each to a number of the Company's creditors on the terms and conditions set out in the Explanatory Memorandum".

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by any person who participated in the issue and any associate of that person. However, the Company need not disregard a vote, if it is cast 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 who is entitled to vote and is cast in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 7 - ISSUE OF SHARES TO RELATED PARTIES

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 10.11 and for all other purposes, the issue of 5,100,050 Shares at a deemed issue price of $0.02 to Messrs Leone, Horley and Cannavo on the terms and conditions set out in the Explanatory Memorandum, is approved."

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by any person who will participate in the issue and any associate of that person. However, the Company need not disregard a vote, if it is cast 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 who is entitled to vote and is cast in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 8 - ISSUE OF WARRANTS TO STRAND HANSON SECURITIES LIMITED 

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That, the issue of a warrant to subscribe for Shares of up to 2% of  the Company's issued share capital at the time of exercise (the "Warrant") to Strand Hanson Securities Limited be approved on the terms and conditions summarized in the Explanatory Memorandum."

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by the person who participated in the issue and any associate of that person. However, the Company need not disregard a vote, if it is cast 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 who is entitled to vote and is cast in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 9 - ISSUE OF SHARES AND OPTIONS TO VINCENZO (VINCE) LEONE

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That approval be given, for the purposes of ASX Listing Rule 10.11 and all other purposes, to the grant of 3,500,000 Shares and 3,500,000 Options to Vincenzo (Vince) Leone, each Option entitling the holder to subscribe for one Share on the terms and conditions summarised in the Explanatory Memorandum for this resolution."

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by Vincenzo Leone or by any of his associates. However, the Company need not disregard a vote, if it is cast 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 who is entitled to vote and is cast in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 10 - ISSUE OF SHARES AND OPTIONS TO INDRAJIT (JITTO) ARULAMPALAM

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That approval be given, for the purposes of ASX Listing Rule 10.11 and all other purposes, to the grant of 2,500,000 Shares and 2,500,000 0ptions to Indrajit (Jitto) Arulampalam, each Option entitling the holder to subscribe for one Share on the terms and conditions summarised in the Explanatory Memorandum."

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by Indrajit Arulampalam or by any of his associates. However, the Company need not disregard a vote, if it is cast 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 who is entitled to vote and is cast in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 11 - ISSUE OF OPTIONS TO FRANK CANNAVO

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That approval be given, for the purposes of ASX Listing Rule 10.11 and all other purposes, to the grant of 2,500,000 Options to Frank Cannavo, each option entitling the holder to subscribe for one Share on the terms and conditions summarised in the Explanatory Memorandum."

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by Frank Cannavo or by any of his associates. However, the Company need not disregard a vote, if it is cast 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 who is entitled to vote and is cast in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 12 - CREATION OF EMPLOYEE SHARE OPTION PLAN

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.2 (Exception 9) and for all other purposes, approval is given for the establishment of the Medic Vision Employee Share Option Plan on the terms and conditions set out in Annexure A of the Explanatory Memorandum and the issue of options to subscribe for ordinary shares in the Company from time to time under the Plan as an exception to ASX Listing Rule 7.1"  

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by any person who will participate in the issue and any associate of that person. However, the Company need not disregard a vote, if it is cast 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 who is entitled to vote and is cast in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 13 - APPROVAL FOR THE ISSUE OF SECURITIES 

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 100,000,000 Shares on the terms and conditions set out in the Explanatory Memorandum."  

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by any person will who participate in the issue and any associate of that person. However, the Company need not disregard a vote, if it is cast 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 who is entitled to vote and is cast in accordance with a direction on the proxy form to vote as the proxy decides.

Notes

Voting Entitlements

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the meeting are those who are registered holders of shares of the Company at 7.00 pm (EDST) on Thursday, 4 December 2009.

Venue

The Annual General Meeting of the shareholders of Medic Vision Limited will be held at 191 Burgundy Street Heidelberg VIC 3084 on Monday, 7 December 2009, commencing at 3:00 pm (EDST).

Voting in Person

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

Voting by Proxy

All members who are entitled to attend and vote at the Meeting have the right to appoint a proxy to attend and vote for them. The proxy does not have to be a Shareholder. Shareholders holding two or more Shares can appoint either one or two proxies. If two proxies are appointed, the appointing Shareholder can specify what proportion of their votes they want each proxy to exercise. A form for appointment of a proxy is enclosed with this notice as a separate document.

If you wish to appoint a proxy, please complete and sign the form in accordance with the instructions on the back and either:

 

so that it is received no later than 3:00pm (EDST) on Saturday, 5 December 2009. Proxy forms received later than this time will be invalid.

Bodies Corporate

A body corporate may appoint an individual as its representative to attend and vote at the meeting. 

The representative should bring to the meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

  Explanatory Memorandum

This Explanatory Memorandum has been prepared for the Shareholders of Medic Vision Limited to provide information about the items of business to be considered at the Annual General Meeting of Shareholders to be held at 3:00pm (EDST) on Monday, 7 December 2009. All of the Resolutions are ordinary resolutions. 

Ordinary resolutions require a simple majority of votes cast by Shareholders entitled to vote on the Resolution.

Resolution 1 - Adoption of Remuneration Report

In accordance with Section 300A(1) of the Corporations Act 2001 the Remuneration Report is included in the Directors Report  of the 2009 Annual Report.  

Section 250R(2) of the Corporations Act 2001 requires that the Company put an ordinary resolution to shareholders that the Remuneration Report be adopted. In accordance with section 250R(3) of the Corporations Act, the votes cast in respect of this resolution are advisory only and do not bind the Company. 

The Remuneration Report can be viewed by accessing the 2009 Annual Report online at the Company's website (www.medicvision.com.au) and at the ASX website (www.asx.com.au).

Resolution 2 - Election of Director - Indrajit (Jitto) Arulampalam

In accordance with clause 20.3 of the Constitution, Indrajit (Jitto) Arulampalam, a Director appointed subsequent to the last Annual General Meeting of the Company and retiring at the close of this Annual General Meeting, offers himself for election as a Director.

Mr Arulampalam has 10 years experience in corporate restructuring having served in Westpac bank from 1997 to 2004 where he assisted companies achieve better performance through improved goal setting and financial management. In 2006 he was hired by Newsnet Limited ("Newsnet") as its CEO to assist in the successful restructuring of the company which resulted in a lucrative trade sale. He positioned Newsnet as a leading innovator in the messaging/telecommunications space and is recognised by the Australian Financial Review MIS Magazine as one of the "Top 25 global rising stars". Mr. Arulampalam is also Non-Executive Chairman of ASX listed ATOS Wellness Limited [ASX:ATW] a position he has held since  January 2009.

Resolution 3 - Election of Director - Vincenzo (Vince) Leone

In accordance with rule 20.3 of the Constitution, Vincenzo (Vince) Leone, a Director appointed subsequent to the last Annual General Meeting of the Company and retiring at the close of this Annual General Meeting, offers himself for election as a Director.

Vince has 22 years business experience in a range of senior management positions covering business strategy, sales, marketing and operations with a particular focus in professional services, training, information technology/telecommunications, building and infrastructure. In these roles, Vince has assisted business leaders, from various industry sectors, leverage IT and Telecommunication systems to support their business strategies, goals and objectives. 

Vince is also the chief executive officer and director of Red Paragon Pty Ltd (which is majority owned by Medic Vision). Previously Vince was a Director of Hostech Limited [ASX:HTC] (a telecommunications services provider), Managing Director of MobiData Group Pty Ltd (a software company where he managed sales and operations across Australia, India and other parts of the world), General Manager of an Australian software company (which experienced six fold growth during his tenure), Strategic Account Director at PeopleSoft (now Oracle), senior executive with Cable & Wireless Optus, Dimension Data, Intergraph (software training and simulation company), Fisher Stewart Pty Ltd (Engineering & Infrastructure) and Australian Construction Services.

Resolution 4 - Re-election of Director - Frank Cannavo

In accordance with clause 22 of the Constitution, Frank Cannavo retires by rotation and offers himself for re-election as a Director.

Mr Cannavo has considerable experience with listed companies and in several cases has been instrumental in assisting in the achievement of growth strategies. Mr Cannavo was appointed an Executive Director of Medic Vision on 5 April 2007 and became Non-Executive Director on 22 May 2009 and was Acting Chairman between 15 July 2009 and 2 September 2009. Mr Cannavo has had held the following position in the last 3 years:

• ATOS Wellness Ltd [ASX: ATW], Non-executive Director

• Hannans Reward Ltd [ASX: HNR], Non-executive Director

Resolution 5 - Issue of the Convertible Notes 

During the period from 20 April 2009 to 21 August 2009 the Company received cash subscriptions in the sum of AU$848,980 (gross) from 23 investors convertible into 42,449,000 Shares . 

This additional working capital, raised via the Covertible Notes, is required for the dual purposes of satisfying the Company's auditors going concern requirements and the Company's financial condition requirement under ASX Listing Rule 12.2.

ASX Listing Rule 7.1 provides that a listed company must not, subject to certain exceptions, issue or agree to issue more than 15% of its capital within a 12 month period without the approval of its shareholders.

For the purpose of ASX Listing Rule 7.1, the issue of convertible security is treated as an issue of the capital on a full conversion basis.

ASX Listing Rule 7.4 provides that an issue of securities made without approval under ASX Listing Rule 7.1 is treated as having been made with approval if each of the following applies:

• the issue did not breach Listing Rule 7.1; and

• the shareholders of ordinary securities subsequently approve the issue.

Accordingly, the issue of the Convertible Notes, as referred to above, requires the Company to seek ratification from Shareholders to the issue of the Convertible Notes, and the corresponding fully paid ordinary Shares to the holders of Convertible Notes who agree to the conversion, for the purpose of ASX Listing Rule 7.4 and all other purposes.  

The following information is provided to Shareholders in accordance with ASX Listing Rule 7.5:

• The number of Convertible Notes subscribed for, and referred to in this resolution, is convertible into to 42,449,000 Shares on a fully converted basis.

• Shares issued upon conversion of Convertible Notes will be issued at AU $0.02 per Share. The Ordinary Shares to be issued following conversion will rank equally with the Company's existing Ordinary Shares.  

• The terms of the Convertible Note issued are as follows:

  Number of Convertible Notes issued	23
  Interest rate payable monthly in arrears	8.5% pa
  Voting rights or other entitlements	Nil
  Transferability	Unlisted / non transferable.
  Conversion Price	AU$0.02 per share
  Final conversion/redemption date from issue	1 June 2010
  Number of new shares to be issued upon conversion:(assuming full conversion)	42,449,000
  % of new shares issuable under the Convertible Notes represented as a % of existing issued share capital as at the date of this Notice of Annual General Meeting.	39.89%

The subscribers for Convertible Notes are as follows:

Name	No of Shares held prior to Convertible Note	%  of Issued Share Capital	No of existing Options held in the Company	Value ($AUD) of Convertible Notes Subscribed	No of new shares to be issued upon conversion
Anthony Meats Superannuation Fund**	1,050,000	0.99%	Nil	$200,000	10,000,000
Robert Lenton Rogerson	500,000	0.47%	Nil	$100,000	5,000,000
Frank Cannavo Investments Pty Ltd**	1,562,500	1.47%	2,500,000	$100,000	5,000,000

  

Rogue Investments Pty Ltd	1,500,000	1.41%	Nil	$100,000	5,000,000
Frank Cannavo Superannuation Fund	1,450,000	1.36%	Nil	$50,000	2,500,000
Christopher Robert Rogerson <Almondbury A/C>	1,700,000	1.60%	Nil	$50,000	2,500,000
R Journey Pty Ltd	Nil	Nil	Nil	$50,000	2,500,000
Lyme Ridge Pty Ltd <Family Trust>	1,562,500	1.47%	Nil	$20,000	1,000,000
K & M Burrows	1,644,419	1.55%	Nil	$20,000	1,000,000
Pesco Investments Pty Ltd**	Nil	Nil	Nil	$20,000	1,000,000
Flavours Fruit and Veg Supply**	Nil	Nil	Nil	$20,000	1,000,000
Anthony & Myriam ATF A & M Ash Super Fund	Nil	Nil	Nil	$15,000	750,000
Cadaja P/L ATF CD Superannuation Fund	Nil	Nil	Nil	$15,000	750,000
Davnin Investments Ltd	Nil	Nil	Nil	$13,980	699,000
Ross Horley**	5,213,074	4.90%	3,500,000	$10,000	500,000
Christine Stojanovski	100,000	0.09%	Nil	$10,000	500,000
Kon Tsobas	450,000	0.42%	Nil	$10,000	500,000
Mark Linney	200,000	0.19%	Nil	$10,000	500,000
William Cook	Nil	Nil	Nil	$10,000	500,000
Thirty Eight Vobarb Pty Limited**	135,000	0.13%	Nil	$10,000	500,000
Trevor Charles Frederick Brown	Nil	Nil	Nil	$5,000	250,000
Renato Falcone	656,000	0.62%	Nil	$5,000	250,000
John Garkinis	Nil	Nil	Nil	$5,000	250,000

NOTE: The subscribers noted with a double astrix (**) are deemed to be related parties. 

Having unsuccessfully attempted to raise the required capital via bank debt funding and equity funding, the issue of the Convertible Notes was considered by the Board to be the only option available to Medic Vision.

Resolution 6 - Issue of Shares to Creditors

Listing Rule 7.1 broadly provides, subject to certain exceptions, that shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company's securities then on issue in any twelve month period (15% Rule). As the Company has already issued Shares during the past twelve months, the issue of Shares to the Creditors listed below would result in the Company exceeding the 15% Rule.

Accordingly, Resolution 6 has been included so that Shareholders may approve, pursuant to Listing Rule 7.1, the issue of up to 2,062,577 Shares at a deemed price of AU$0.045 to in satisfaction of debts to the value of up to approximately AU$92,816.

The following information is provided to Shareholders for the purposes of Listing Rule 7.3:

• The maximum number of Shares to be issued under Resolution 6 is 2,062,577.

• The Shares to be issued under Resolution 6 will be issued within 3 months from the date of the Meeting, at a deemed issue price of AU$0.045 per share to convert debts to the value of up to approximately AU$92,816.

• The Shares to be issued are fully paid ordinary shares which will rank pari passu with existing Shares;

• The allottees will be as listed below:

Allotee	Shares	Debt being Satisfied (AU$)
A Class Finance and Investments Pty Ltd	100,000	$4,500
Luigi Villella	625,000	$28,125
Ben Koutoukidis	125,000	$5,625
Jordan Helen Tarpen	125,000	$5,625
Michael Chislett	125,000	$5,625
Prosperity Legal	391,111	$17,600
Jason Line	389,400	$17,523
Kevin Brown	182,066	$8,193
Totals	2,062,577	$92,816

Resolution 7 - Issue of Ordinary Shares to Related Parties

Shareholders are being asked to approve Resolution 7 in connection with the issue of a total of 5,400,050 Shares to Messrs Leone, Horley and Cannavo (or their nominees) in satisfaction of accrued but unpaid remuneration.

In accordance with the AIM Rules, the Company has issued an announcement (the "Announcement") in respect of the proposed issue of Shares to Messrs Leone, Horley and Cannavo, as set out below, which is considered to be a related party transaction under the AIM Rules (the definition of a related party under AIM Rules includes, inter alia, any person appointed as a director within the last twelve months preceding the date of the transaction). As set out in the Announcement, the independent director of the Company (being Indrajit (Jitto) Arulampalam) considers, having consulted with Strand Hanson Limited, that the terms of the issue of the Shares to Messrs Leone, Horley and Cannavo are fair and reasonable insofar as Shareholders are concerned. 

Name of Related Party	Number of Shares to be Issued	Amount being satisfied (AU$)
Vince Leone	2,305,000	46,100.00
Ross Horley	1,886,700	37,734.00
Frank Cannavo	908,350	18,167.00
Total	5,100,050	102,001

By virtue of their position as current directors of the Company, Messrs Leone and Cannavo are considered related parties of the Company.  In accordance with section 228 of the Corporations Act, any person who was a related party at any time within the previous six months is also considered to be a related party of the Company.  Accordingly, approval is also sought for the issue of Shares to Mr Horley (or his nominee).

Resolution 7 seeks Shareholder approval in order to comply with the requirements of ASX Listing Rule 10.11. Listing Rule 10.11 provides that a company must not issue equity securities (including shares) to a related party of the company unless the issue has been approved by shareholders by ordinary resolution. 

Pursuant to Resolution 7 the Company seeks approval from Shareholders for the issue of 5,100,050 Shares in accordance with the table outlined above. If approval is given under Listing Rule 10.11, then approval is not required under Listing Rule 7.1.  In accordance with Listing Rule 10.13, the Company gives the following additional information:

Date of issue

The Shares the subject of Resolution 7 will be issued within one month of the passage of Resolution 7.

Reason for Issue

Shares are being offered in lieu of cash in respect of outstanding directors fees.

Terms and Ranking of Shares

All Shares to be issued pursuant to Resolution 7 are to be issued on the same terms as and rank equally with all other Shares on issue.

Issue price and value

The issue price and value related to each related party has been determined based on the following criteria:

• Vince Leone joined the Company on 21 January 2009 following the Red Paragon Acquisition (as announced on 20 January 2009) and was subsequently appointed as a Director on 6 April 2009 and then Chief Executive Officer ("CEO") of Medic Vision on 4 June 2009. Medic Vision is due to pay Vince a sum of AU$46,100 for services rendered during the period April to May 2009. To preserve Company cash, Mr. Leone agreed, as per Minutes of Board Meeting dated 24 June 2009, to accept shares in lieu of cash for this payment. This equates to an issue of 2,305,000 Shares at AU$0.02 per Medic Vision share, subject to Shareholder approval. To further preserve the Company's cash position, Mr. Leone has agreed to significantly lower terms and conditions for the provision of his services to Medic Vision as of 1 June 2009.

   

  ·         Ross Horley was the Company’s Managing Director up until 4 June 2009and continued with the Company as an Executive Director up until 2 September 2009. Mr. Horley was due a payment of AU$37,734 for services rendered during the period April to May 2009. To preserve Company cash, Mr Horley agreed, as per Minutes of Board Meeting dated 24 June 2009, to accept 1,886,700 Shares in lieu of cash for this payment at a price of AU$0.02 per share, subject to Shareholder approval. The terms and conditions for the provision of services by Mr. Horley to Medic Vision were significantly reduced as of 1 June 2009. Mr. Horely later resigned when the Company took measures to reduce costs when sales results were less and operational costs were higher than forecast. Mr. Horely has agreed to continue working for the company as a consultant on a case by case basis.
   
  ·         Frank Cannavo was appointed as an Executive Director of Medic Vision on 5 April 2007. Mr. Cannavo became a Non Executive Interim Chairman of Medic Vision on 15 July 2009 and led the initiative to recruit the Company’s new Chairman, whilst continuing to support the Company’s CEO and Board to realise the Company’s potential. Prior to becoming a Non Executive Director, Mr. Cannavo was due a payment of AU$18,167 for services rendered during the period April to May 2009. To preserve Company cash, Mr. Cannavo agreed, as per Minutes of Board Meeting dated 24 June 2009, to accept an issue of 908,334 Shares in lieu of cash for this payment, at a price of AU$0.02 per share, subject to Shareholder approval. Mr Cannavo continues to support the Company as a Non Executive Director.

 

Resolution 8 - Issue of the Warrants to Strand Hanson Securities Limited

Strand Partners Limited (now renamed Strand Hanson Limited) ("Strand") was appointed to act as Nominated Adviser to the Company on 31 October 2008, for a period of two years from the date of appointment, under the terms of an engagement letter between Strand and the Company dated 31 October 2008 (the "Strand Engagement Letter"). In accordance with the terms of the Strand Engagement Letter and the Warrant Instrument, Medic Vision agreed to issue the Warrants to Strand.

The Warrant Instrument, requires the Company to obtain Shareholders approval to issue the Warrant, no later than 30 June 2009. This date was not achieved as the Company did not hold a general meeting at which the resolution could be proposed prior to this date. The Warrant has not been issued as required under the terms of the Strand Engagement Letter and the Warrant Instrument. Notwithstanding this Strand has agreed to extend the deadline for approval to 11 December 2009 at which point, should the issue of Warrants not have been approved, the Company will be in beach of the Strand Engagement Letter. 

The Listing Rules set out requirements, which must be satisfied in relation to the issue of shares or securities.  As noted earlier, ASX Listing Rule 7.1 requires that a listed company obtain shareholder approval prior to the issue of shares or securities convertible into shares representing more than 15% of the issued capital of that company in any twelve (12) month period. The allotment and the issue of the shares referred to in this resolution will contravene the provisions of Listing Rule 7.1 unless the prior approval of shareholders via a general meeting is obtained.

 ASX Listing Rule 7.3 requires specific information to be disclosed for shareholders to approve an issue of shares or securities, which would otherwise contravene Listing Rule 7.1. In accordance with Listing Rule 7.3 the following information is provided in relation to this resolution: 

• Following shareholder approval, Medic Vision will issue the Warrants, capable of converting into such number of Shares as is equivalent to 2% of the issued share capital of Medic Vision at the time of exercise, no later than three (3) months after the date of the Meeting (or as modified by ASX waiver).

• Strand will pay Medic Vision AU$0.02 per Share.

• After issue, allotment and quotation on ASX, the Shares will rank equally with the existing ordinary Shares in Medic Vision.

• The Shares will be issued to Strand Hanson Securities Limited.

• The Company confirms that none of the Warrants/Shares are being issued to related parties.

Resolution 9 - Issue of Shares and Options to Vincenzo (Vince) Leone

ASX Listing Rule 10.11 states that an entity must not issue or agree to issue equity securities to a related party without the approval of holders of ordinary securities.  

In accordance with the ASX Listing Rules and the Corporations Act 2001, shareholders are being asked to approve the issue of 3,500,000 Shares and 3,500,000 Options to an Executive Director, Vincenzo (Vince) Leone.

The total number of Shares to be issued to Mr. Leone is 3,500,000. The Shares are being issued in lieu of part compensation being paid to Mr. Leone in his capacity as Director and Chief Executive Officer.

The total maximum number of Options to be granted to Mr. Leone is 3,500,000. Each Option will entitle the holder to subscribe for one ordinary share in the Company. If Shareholder approval is gained the Options will be issued no later than one month after the date of the Meeting. The Options will be issued for nil consideration.

The exercise price of the Options shall be AU$0.045. The last trading price of Shares on ASX at the time of preparing this notice was AU$0.02 (30 October 2009).  The Company has raised capital via the issue of Convertible Note at AU$0.02, so the option exercise price is at a significant premium to current the market price. An Option may only be exercised after that Option has vested and before its expiry date.

The Options will vest if, at any time following the date of issue and prior to 31 December 2012, the last sale price of the Shares on the ASX equals to or exceeds AU$0.02 for 5 consecutive days trading.

The final exercise date or expiry date for the Options will be 31 December 2012.  

If the Options vest and are subsequently exercised funds received upon exercise of the options will be used for working capital purposes. There is no guarantee that the options will be exercised. The Company will not be applying for Official Quotation of the Options.  

In order to preserve the Company's cash, the Directors have agreed to accept substantially lower directors fees than would be viewed as customary practice for a similar publicly listed company. The vesting conditions of the Options are adequately linked to improvement in share price and hence shareholder value. The Options will provide further incentive to improve the performance of the Company to the commercial benefit of all Shareholders.

The Directors decline to make a recommendation to Shareholders in relation to this Resolution due to a conflict of interest.

  Resolution 10 - Issue of Options to Indrajit (Jitto) Arulampalam

ASX Listing Rule 10.11 states that an entity must not issue or agree to issue equity securities to a related party without the approval of holders of ordinary securities.  

In accordance with the ASX Listing Rules and the Corporations Act, shareholders are being asked to approve the issue of 2,500,000 Shares and 2,500,000 Options to Non-Executive Chairman, Indrajit (Jitto) Arulampalam.

The total number of Shares to be issued to Mr. Arulampalam is 2,500,000. The Shares are being issued in lieu of part compensation being paid to Mr. Arulampalam in his capacity as Director and Non-Executive Chairman.

The total maximum number of Options to be granted to Mr. Arulampalam is 2,500,000. Each Option will entitle the holder to subscribe for one ordinary share in the Company. If Shareholder approval is gained the Options will be issued no later than one month after the date of the Meeting. The Options will be issued for nil consideration.

The exercise price of the Options shall be AU$0.045. The last trading price of Shares on ASX at the time of preparing this notice was AU$0.022 (30 October 2009).  The Company has raised capital via the issue of Convertible Note at AU$0.02, so the option exercise price is at a significant premium to current the market price. An Option may only be exercised after that Option has vested and before its expiry date.

The Options will vest if, at any time following the date of issue and prior to 31 December 2012, the last sale price of the Shares on the ASX equals to or exceeds AU$0.02 for 5 consecutive days trading.

The final exercise date or expiry date for the Options will be 31 December 2012.  

If the Options vest and are subsequently exercised funds received upon exercise of the Options will be used for working capital purposes. There is no guarantee that the Options will be exercised. The Company will not be applying for Official Quotation of the Options.  

In order to preserve the Company's cash, the Directors have agreed to accept substantially lower directors fees than would be viewed as customary practice for a similar publicly listed company. The Options which are being provided to the Directors will provide further incentive.  The vesting conditions of the Options are adequately linked to improvement in share price and hence Shareholder value. The Options will provide further incentive to improve the performance of the Company to the commercial benefit of all Shareholders.

The Directors decline to make a recommendation to shareholders in relation to this Resolution due to a conflict of interest.

Resolution 11 - Issue of Options to Frank Cannavo

ASX Listing Rule 10.11 states that an entity must not issue or agree to issue equity securities to a related party without the approval of holders of ordinary securities.  

In accordance with the ASX Listing Rules and the Corporations Act 2001, Shareholders are being asked to approve the issue of 2,500,000 Options to Non-Executive Director, Frank Cannavo.

The total maximum number of Options to be granted to Mr. Cannavo is 2,500,000. Each Option will entitle the holder to subscribe for one Share in the Company. If Shareholder approval is gained the Options will be issued no later than one month after the date of the meeting. The Options will be issued for nil consideration.

The exercise price of the options shall be AU$0.045. The last trading price of Shares on ASX at the time of preparing this notice was AU$0.022 (30 October 2009).  The Company has raised capital via the issue of Convertible Note at AU$0.02, so the Option exercise price is at a significant premium to current the market price. An Option may only be exercised after that Option has vested and before its expiry date.

The Options will vest if, at any time following the date of issue and prior to 31 December 2012, the last sale price of the Shares on the ASX equals to or exceeds AU$0.02 for 5 consecutive days trading.

The final exercise date or expiry date for the Options will be 31 December 2012.  

If the Options vest and are subsequently exercised funds received upon exercise of the Options will be used for working capital purposes. There is no guarantee that the Options will be exercised. The Company will not be applying for Official Quotation of the Options.  

In order to preserve the Company's cash, the Directors have agreed to accept substantially lower Directors fees than would be viewed as customary practice for a similar publicly listed company. The Options which are being provided to the Directors will provide further incentive. The vesting conditions of the options are adequately linked to improvement in share price and hence shareholder value. The Options will provide further incentive to improve the performance of the Company to the commercial benefit of all Shareholders.

The Directors decline to make a recommendation to Shareholders in relation to this Resolution due to a conflict of interest.

Resolution 12 - Employee Share Option Plan

This Resolution seeks Shareholder approval to establish and maintain the Employee Share Option Plan to provide ongoing incentives to employees of the company. If the resolution is passed, the Plan will enable the Company to issue options to subscribe for shares in the Company from time to time to employees as part of a performance based incentive program. The Options will be granted and issued under the Plan at the discretion of the Board and the exercise of the Options may be subject to vesting conditions. Please note that the Directors of the Company are not eligible to participate in the Plan.

ASX Listing Rule 7.1 provides that a listed Company must not, subject to certain exceptions, issue or agree to issue more than 15% of its capital within a 12 month period without the approval of shareholders. An exception to Listing Rule 7.1 is Listing Rule 7.2 - Exception 9, which provides that Listing Rule 7.1 does not apply to an issue under an employee incentive scheme if, within three years of the date of issue, shareholders have approved the issue as an exception to Listing Rule 7.1.

Shareholder approval is sought to establish and maintain the Plan and to enable the Company to subsequently grant options to subscribe for share in the Company in accordance with the Rules of the Plan ("Plan Rules") and as an exception to ASX Listing Rule 7.1 in accordance with ASX Listing Rule 7.2 - Exception 9.  

No securities have been issued under the proposed Employee Share Option Plan as at the date of this Explanatory Statement.

The Plan Rules are set out in Annexure A.

Resolution 13 -Placement of Shares

Assuming Resolutions 1 - 12 are approved, the Company will have taken steps to convert debts into equity and improve the strength of its balance sheet. However, the Company will still require further working capital in order to pursue its objectives of continuing to grow its existing projects and to take advantage of new opportunities as and when they arise.  

The Directors seek Shareholder approval pursuant to Resolution 13 to allot and issue up to 100,000,000 new shares. Obtaining this approval will give the Company flexibility to issue these Shares to ensure the Company has adequate working capital to properly exploit both its existing projects and potential new opportunities, including the two potential acquisitions, summary of details of which were included in the Company's announcement released to the ASX and AIM on 26 October 2009.

The effect of Resolution 13 will be to allow the Directors to issue up to 100,000,000 of Shares during the period of 3 months after the Annual General Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

The Directors are yet to determine who the Shares may be issued to but the allottees will not be related parties (or their associates) of the Company.

The Shares will be issued to sophisticated investors and/or clients of stockbroking firms.

It is envisaged that the allotment of the Shares will occur progressively and that the funds raised will be used for working capital or for a potential acquisition.

Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Share Placement:

• the maximum number of Shares to be issued is up to 100,000,000;

• the Shares will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• the issue price will not be less than 80% of the volume weighted average market price (VWAP) for Shares calculated over the 5 days on which sales in the Shares are recorded before the day on which the issue is made;

• if issued for the purposes of capital raising, the Shares will be allotted and issued to sophisticated and professional investors within the meaning of Section 708 of the Corporation Act;

• the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares; 

• funds raised by the issue of the Shares will be used to fund expansion and operational activities on the Company's assets and for general working capital purposes; and

• the Shares may be issued for the purposes of full or part consideration in any acquisition which meets the relevant selection criteria as determined by the Directors.

  Glossary

2009 Annual Report means the Annual Financial Report of the Company for the year ended 30 June 2009.

AIM means the AIM market of the London Stock Exchange Plc.

AIM Rules means the rules applicable to companies whose securities are traded on AIM and their advisers, as published by the London Stock Exchange plc from time to time.

Annual General Meeting or Meeting means the meeting of Shareholders to be convened pursuant to the Notice of Meeting.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of the ASX.

AU$ means the legal currency of Australia. 

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Medic Vision Limited (ACN 099 084 143).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company.

EDST means Eastern Daylight Savings Time as recognised in Melbourne, Australia.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice of Meeting.

Employee Share Option Plan or the Plan means the Employee Share Option Plan governed by the Plan Rules set out in Annexure A.

Notice of Meeting or Notice of Annual General Meeting means this notice of Annual General Meeting including the Explanatory Memorandum.

Option means an option to acquire a Share.

Plan Rules means the rules of the Employee Share Plan as set out is Annexure A.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Warrant Instrument means the instrument constituting warrants to subscribe for Shares dated 17 March 2009.

ANNEXURE A

   

   

Medic Vision Limited

ACN: 099 084 143

EMPLOYEE SHARE OPTION PLAN

PLAN RULES

INTRODUCTION  

Name of Plan

                 The plan will be called the Medic Vision Employee Share Option Plan ("the Plan")

Purpose

             The Purpose of the Plan is to:

 

Function

                     The Plan provides for the issue of Options to Employees in accordance with the Plan Rules.

Commencement of the Plan

               The Plan will take effect on and from the date being one day after the Shareholder Approval Date.

DEFINITIONS

"ASX" means Australian Stock Exchange Limited

"Board" means the board of directors of the Company

"Committee" means a committee to whom the Board has delegated responsibility for administering the Plan 

"Company" means Medic Vision Limited ACN 099 084 143

"Corporations Act" means the Corporations Act 2001, as amended from time to time

"Employee" means at any time a person who is then employed by the Company

"Exercise Period" means a period during which an option is exercisable 

"Exercise Price" means the price payable when the Participant exercises the right to purchase a Share as determined by the Board and set out in the Offer

"Exercise Notice" means a notice from the Participant to the Company giving notice of a right to exercise a specified number of Options.

"Expiry Date" means the date shown as the Expiry Date on the face of the Option Certificate 

"Issue Date" means the date an Option is issued to a participant

"Listing Rules" means the official Listing Rules of ASX as they apply to the Company

"Medic Vision" means Medic Vision Limited ACN 099 084 143

"Offer" means an offer made to an Employee to subscribe for one or more Options under the Plan

"Option" means an Option to subscribe for a Share issued under the Plan

"Option Holder" means a person who holds Options pursuant to the Plan

"Option Certificate" means the certificate issued by the Company to an Option Holder in respect of an Option

"Participant" means a full-time or part-time employee of the Company, who is invited by the Board to participate in the Plan

"Plan" means the Medic Vision Limited Employee Share Option Plan constituted by the Plan Rules

"Rules" means these Plan Rules as amended from time to time

"Share" means a fully paid ordinary share in the Capital of the Company

"Shareholder approval date" means the date the Plan is approved at a general meeting of members.

"VWAP" means volume weighted average price of Medic Vision Limited shares as traded on the ASX over 20 trading days prior to the date of issue of an option issued under the plan.

ADMINISTRATION OF THE PLAN

Delegation

The Board may establish and administer the Plan in accordance with the terms and conditions set out in these Rules and otherwise as it determines from time to time in its absolute discretion.

The Plan shall be in all respects administered under the directions of the Board or a Committee appointed by the Board. The Board may appoint, for the proper administration and management of the Plan, such secretarial or executives or staff or other persons as it considers desirable and may delegate to those persons such powers and authorities as may be necessary or desirable for the administration and management of the Plan.

Procedures

Subject to these Rules, the Board may make such regulations and establish such procedures for the administration and management of the Plan as it considers appropriate. If any disagreement or dispute with respect to the interpretation of these Rules or the terms of the issue of a Share arises, such disagreement or dispute shall be referred to the Board and the decision of the Board shall, in the absence of manifest error, be final and binding upon all parties.

GRANT OF OPTIONS

General Eligibility

The Company may make offers from time to time to Employees to participate in the Plan on the terms and conditions set out in these Rules by providing an Offer to participate in the Plan to the Employee.  

At any time and from time to time, the Board may offer Options to Employees having regard, in each case, to:

 

Offers

The Board or Committee may from time to time make Offers in writing to Participants inviting them to take up Options under the Plan. Each Offer must state:

 

Each Option must be issued in accordance with the terms of these Rules and each Participant will be taken to have agreed to be bound by these Rules on acceptance by that Participant of an Option.

Level of Participation

The level of participation and the number of Options that will be issued to each Participant is at the ultimate discretion of the Board. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ENDNOAEAFFSESDNFFE