Apata Limited and Group

apata (annual report 2007/08)
48
Securities paid up otherwise than in cash
Within the five years preceding 17 July 2008, no securities have
been paid for otherwise than in cash.
Options to subscribe for securities of issuing group
No options have been granted or are proposed to be granted
to any person.
Appointment and retirement of directors
A director may be appointed or removed from office by an
ordinary resolution.
At each Annual Meeting of the Company, one third of the
directors for the time being, or if their number is not three
or a multiple of three, then the nearest one third, shall retire
from office. The directors to retire in every year shall be those
who have been longest in office since their last election, but as
between persons who became directors on the same day, those
to retire shall (unless they otherwise agree among themselves)
be determined by lot.
A retiring director shall be eligible for re-election.
The board of directors may by resolution from time to time
appoint and remove two additional people as directors of the
Company (each an “additional director”). An additional director
will hold office for such term as is determined by the board at
the time of appointment, up to a maximum term of three years.
If no particular term is determined by the board, an additional
director holds office for a term of one year.
There are no rules relating to retirement age for directors.
Every director may, by notice given in writing to the Company,
appoint any persons (including any other director) to act as an
alternate director in the director’s place, either generally or in
respect of a specified meeting or meetings during the director’s
absence or inability to act as a director. Every director may, at
the director’s discretion by notice in writing to the Company,
remove that director’s alternate director.
An alternate director has the right to vote in the election of
other directors of the issuer.
Material contracts
Material contracts that have been entered into by any member
of the issuing group at any time in the two years preceding
17 July 2008 are:
ANZ National Bank Limited Loan Agreement for a principal
amount of $3,700,000 dated 15 May 2007.
In March 2008 this loan was converted from a 90 day bill loan
into an interest rate swap loan.
Pending proceedings
There are no legal proceedings that are pending at 17 July 2008
that may have a material adverse effect on the issuing group.
Restrictions on issuing group
Apata Limited must not make any distribution, other than a
distribution out of the business profits which is commercially
prudent at the time it is made. Such restriction results from an
ANZ National Bank Limited General Security Agreement dated
27 May 2004.
There are no restrictions on the ability of any other member of
the issuing group to make a distribution being restrictions that
result from any undertaking given or contract or deed entered
into, by the issuer or any of its subsidiaries.
There are no restrictions on the ability of any member of the
issuing group to borrow being restrictions that result from any
undertaking given or contract or deed entered into, by the
issuer or any of its subsidiaries.
Auditors’ report
A copy of the auditors’ report on the financial statements for the
year ended 31 March 2008 from KPMG is attached.