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6-K
MESOBLAST LTD filed this Form 6-K on 11/07/2018
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Mesoblast Limited

ABN 68 109 431 870

 

 

Notice of Annual General Meeting

Notice is given that the Annual General Meeting (AGM) of Mesoblast Limited (ABN 68 109 431 870) (the Company or Mesoblast) will be held at MinterEllison, Level 23, Rialto Towers, 525 Collins Street, Melbourne, Victoria 3000, Australia on 30 November 2018 at 3.00 pm (Melbourne time) for the purpose of considering and, if thought fit, passing the resolutions set out below.

Please note that additional information concerning the proposed resolutions is contained in the Explanatory Memorandum that accompanies and forms part of this Notice of AGM.

 

ITEMS OF BUSINESS

1.

Receipt and Consideration of Financial Statements and Reports

To receive and consider the Financial Statements of the Company and the reports of the Directors and Auditor for the year ended 30 June 2018, as set out in the Company’s 2018 Annual Report.

2.

Election and Re-election of Directors

a)

Election of Mr Joseph R. Swedish as a Director

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

‘That pursuant to clause 15.1 of the Company’s Constitution, the members of the Company approve the appointment of Mr Joseph R. Swedish as a Director of the Company, who, having been appointed by the Directors on 18 June 2018 and being eligible, offers himself for election.’

b)

Election of Ms Shawn Cline Tomasello as a Director

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

‘That pursuant to clause 15.1 of the Company’s Constitution, the members of the Company approve the appointment of Ms Shawn Cline Tomasello as a Director of the Company, who, having been appointed by the Directors on 11 July 2018 and being eligible, offers herself for election.’

c)

Re-election of Mr Brian Jamieson as a Director

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

‘That Mr Brian Jamieson, a Director retiring from office in accordance with clause 15.3(a) of the Company’s Constitution, being eligible, is re-elected as a Director of the Company.’

d)

Re-election of Mr Michael Spooner as a Director

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

‘That Mr Michael Spooner, a Director retiring from office in accordance with clause 15.3(a) of the Company’s Constitution, being eligible, is re-elected as a Director of the Company.’

For information about the candidates for election and re-election, see the Explanatory Memorandum (pages 8-10 below).

3.

Adoption of the Remuneration Report

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

‘That the Remuneration Report (which forms part of the Company’s 2018 Annual Report) for the financial year ended 30 June 2018 be adopted.’

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusions: The Company will disregard any votes cast on this resolution by or on behalf of certain shareholders. Details of the voting exclusions applicable to this resolution are set out in the ‘Voting Exclusions’ section of the Notes below (see pages 5-6 below).

2    Mesoblast Limited – Notice of Annual General Meeting 2018



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