The CAP-XX Limited annual general meeting proceedings. Throughout this recorded meeting, attendees will be in listen-only mode. Due to the company recently holding an investor presentation, they will not be taking questions during today's session. I would now like to hand you over to Dr. Greg Cooley, Chair. Good morning, sir.
Good morning. Thanks, Paul, for the introduction. Good evening to everybody in Australia, and also good morning to those joining the call in the U.K. It is now just past 7:00 A.M. in the U.K. and 6:00 P.M. in Sydney. As we have a quorum, I can now declare the annual general meeting open. Welcome to everyone, to the CAP-XX shareholders, AGM. The notice of AGM was dispatched to all shareholders on the 4th of November. If there is no objection, I propose that the notice of meeting be taken as read.
Okay, so first of all, just to outline to you who's in attendance from CAP-XX Limited, I'm joined today by Lars Stegmann, who's the Chief Executive Officer of CAP-XX, by three Non-Executive Directors, Patrick Elliott, who will be reading out the resolutions, Peter Fraser, Anthony Sive, also our company secretary, Joe Morbey, and [Kamal], who is a partner at SW Audit and CAP-XX's auditor. First of all, just to run through the meeting format. There are five resolutions which we're going to take in the ordinary business today, and those were set out in the notice of AGM. As the Chairman, in relation to proxy votes given, I intend to vote in favor of all five resolutions. I can advise you that we had 1,655,048,364 proxy votes received from seven shareholders, which constituted 28.58% of the issued share capital.
Actually, the numbers you see on your screen are not the correct ones. First, the ordinary resolution then, if I can hand over to Pat to read the resolutions that are coming. First of all, we have a piece of ordinary business that is to receive and consider the financial report, director's report, and independent audit report of the company for the financial year ending the 30th of June, 2025. First of all, are there any questions relating to the financial accounts? Okay, we will now move on to consider—oh. I will now move on to consider the resolutions. There are three ordinary resolutions and two special resolutions. The first resolution is an ordinary resolution. Hand over to you, Pat.
Okay, thank you. Thank you, Graham. The first resolution is for the re-election of Peter Fraser as a director, and it is to consider, and if thought fit, to pass the following resolution as an ordinary resolution: that Mr. Peter Fraser, retiring in accordance with the company's constitution and being eligible for election, be elected as a director of the company.
Thanks, Pat. I can tell you that this resolution has received 91% endorsement, and I therefore declare the resolution carried. The second resolution is another ordinary resolution. Pat, over to you.
Okay, resolution two is for the election of myself, Patrick Elliott, as a director. The resolution is to consider, and if thought fit, to pass the resolution as an ordinary resolution: that Mr. Patrick Elliott, retiring in accordance with the company's constitution and being eligible for election, be elected as a director of the company.
I can tell you this resolution has received 89% endorsement. I therefore declare the resolution carried. The next resolution is a special resolution, Pat.
Yep. The third resolution is replacement of the company's constitution, and it is to consider it, and if thought fit, to pass the following resolution as a special resolution: that in accordance with section 136, subsection 2 of the Corporations Act, and for all other purposes, approval is given for the company to repeal its existing constitution and adopt a new constitution in its place in the form tabled at the meeting and signed by the Chair of the meeting for identification purposes.
Thank you, Pat. This resolution has received 89% endorsement. I therefore declare the resolution carried. The next resolution is another ordinary resolution, resolution number four.
Resolution four is for the appointment of SW Audit as auditor of the company, and it is to consider, and if thought fit, to pass the following resolution as an ordinary resolution: that for the purposes of section 327, capital B, subsection 1, subsection b of the Corporations Act 2001, Commonwealth of Australia, and for all other purposes, SW Audit, having been nominated by a shareholder and having consented in writing to act as auditors of the company, be appointed as auditors of the company.
Thank you, Pat. That resolution received 91% endorsement. I therefore declare the resolution carried. Our final resolution is a special resolution. Over to you, Pat.
Resolution five is to consider, and if thought fit, to pass the following resolution as a special resolution: that the directors of the company are hereby authorized, pursuant to clause 2.2(c) of the company's constitution to issue and allot securities for cash, as if clause 2.2(a) of the company's new constitution did not apply to any such issuance and allotment, and provides that this authority be limited to: a) the issue and allotment of an aggregate number of securities up to 15% of the issued capital of the company as at the date of this resolution, and b) the issue and allotment of securities of an aggregate number up to 20% of any issue and allotment of securities from time to time that is made under subparagraph a above, such authority to be used only for the purposes of making a follow-on offer, which the directors determine to be of the kind contemplated by paragraph three of section 2B of the statement of principles on disciplining preemption rights, most recently published by the Preemption Group prior to the date of this notice.
Such authority will expire at the end of the next annual general meeting of the company, or if earlier, at the close of business, the date which is 15 months after the date of this annual general meeting. In each case, prior to its expiry, the company may make offers and enter into agreements which would or might require securities to be issued and allotted after the authority expires, and the directors may issue and allot securities under any such offer or agreement as if the authority had not expired.
Thank you, Pat. This resolution has received 89% endorsement. I therefore declare the resolution carried. Ladies and gentlemen, there is no further business. I now declare the AGM meeting closed. Thank you very much for your attendance today.
Thank you, indeed, Dr. Cooley. On behalf of the board of CAP-XX Limited, I'd like to thank you for attending today's AGM proceedings. That concludes today's session, and good morning to you.