For further information please contact: SHARE REGISTRY
MFS Diversified Group Computershare Investor Services Pty Limited
9 Ouyan Street Level 19, 307 Queen Street
Bundall QLD 4217 Brisbane QLD 4000 Telephone: 07 5588 8888 Telephone: 1300 787 650 Email: [email protected] Website: mfsdiversified.com.au MFSDIVERSIFIEDGROUP COMPRISING:
MFSDIVERSIFIED TRUST (“Trust”) ARSN 104 482 206
(RESPONSIBLE ENTITY: MFS DIVERSIFIED GROUP MANAGEMENT LTD ABN 77116506882, AFSL 304866)
MFSDIVERSIFIED LIMITED (
“
Company”)
ABN38117546326ASX Code: MFT
ASX/MEDIA ANNOUNCEMENT
NOTICE OF SPECIAL GENERAL MEETING
_________________________________________________________________________________________________
MFS Diversified Group (ASX:MFT) confirms that a Special General Meeting of MFS Diversified Limited will be held on Thursday 27 March 2008, commencing at 9.00am (Sydney Time) at the Elizabeth Room, Royal Automobile Club of Australia, 89 Macquarie Street, Sydney.
The attached Notice of Meeting, Explanatory Memorandum and Proxy Form will be distributed to securityholders today and may also be accessed online at www.mfsdiversifed.com.au, under “What’s New.”
Guy Farrands
Managing Director and CEO 0416 198 371
Date: 22 February 2008
Sydney Gold Coast Melbourne SHARE REGISTRY
NOTICE OF MEETING
AND
EXPLANATORY MEMORANDUM
SPECIAL GENERAL MEETING OF
MFS DIVERSIFIED LIMITED ACN 117 546 326
To be held at
Elizabeth Room
Royal Automobile Club of Australia
89 Macquarie Street
NOTICE OF MEETING
MFS Diversified Limited
Notice is given that a special general meeting of MFS Diversified Limited (‘Company’) will be held at the Elizabeth Room, Royal Automobile Club of Australia, 89 Macquarie Street, Sydney NSW 2000 on Thursday 27 March 2008 commencing at 9am (Sydney time).
This notice is issued by the Company. Agenda
Additional information concerning the proposed resolution is contained in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting. The business to be considered at the meeting is as follows:
Special business
CHANGE OF NAME OF COMPANY
To consider and, if thought fit, to pass the following as a special resolution of the Company:
“That the name of the Company be changed from MFS Diversified Limited to GEO Property Group Limited.”
DATED 22 February 2008
By order of the Board
………. Richard Anderson
Chair
Corporations
A corporation may elect to appoint a representative to exercise its power to vote at the meeting in accordance with section 250D of Corporations Act 2001 in which case the Company will require written proof of the representative’s appointment which must be lodged with or presented to the Company before the meeting. A corporation may appoint a proxy.
Voting by proxy
1 A Member entitled to attend and vote at a meeting of Members may appoint: (a) a person*; or
(b) if the Member is entitled to cast two or more votes at the meeting, two persons*, as the Member’s proxy or proxies to attend and vote for the Member at the meeting.
If the “person” appointed is a body corporate, the body corporate may in turn appoint an individual to exercise the body’s powers. A proxy may be appointed by reference to an office held by the proxy (eg “the Company Secretary”).
2 If the Member appoints two proxies and the instrument does not specify the proportion or number of the Member’s votes, each proxy may exercise half of the votes. Please use a separate proxy form for each appointment of a proxy.
3 The Group must receive at least 48 hours before the meeting: (a) the proxy’s appointment; and
(b)_ if signed by the appointor’s attorney, the authority under which the appointment was signed or a certified copy of the authority.
Proxy forms
To ensure that all Members can exercise their right to vote on the proposed Resolution, a Proxy Form is enclosed.
A Proxy Form may be returned in the reply paid envelope provided.
Alternatively, you may forward your completed Proxy Form by fax, email, post or hand delivery to either: MFS Diversified Limited
9 Ouyan Street, Bundall, Qld 4217 Fax +61 7 55888800
Email [email protected] Attention: Company Secretary
OR
Computershare Investor Services Pty Limited GPO Box 242, Melbourne VIC 3001
Fax +61 7 3237 2152
Members Entitled to Vote
The Directors of the Company have determined that, for the purposes of the meetings and pursuant to regulation 7.11.37 of the Corporations Regulations 2001, shares will be taken to be held by the persons who are registered as members as at 9am (Sydney time) on 25 March 2008. Accordingly, transfers registered after this time will be disregarded in determining entitlements to vote at the meetings.
Voting
The vote on the proposed resolutions will be by show of hands, unless a poll is required under the Corporations Act or ASX Listing Rules or one is demanded.
On a show of hands each Member present in person and each other person present as a proxy, attorney or representative of a Member has one vote.
On a poll each Member present in person has one vote for each fully paid share held by the Member and each person present as proxy, attorney or representative of a Member has one vote for each fully paid share held by the Member that the person represents.
If a Share is held jointly and more than one Member votes in respect of that Share, only the vote of the Member whose name appears first in the Register of Members counts.
Quorum
The constitution of the Company provides that 5 members present personally or by representative, attorney or proxy shall be a quorum for a general meeting.
Queries
EXPLANATORY MEMORANDUM
MFS Diversified Limited
This Explanatory Memorandum has been prepared to assist members with the consideration of the resolutions to be put to the Meeting to be held on Thursday, 27 March 2008.
This Explanatory Memorandum should be read with, and forms part of, the accompanying Notice of Meeting.
SPECIAL BUSINESS
Resolution - Change of name of Company
The resolution is to change the name of the Company from MFS Diversified Limited to GEO Property Group Limited. Section 157 of the Corporations Act 2001 requires that in order to change its name a company must first pass a special resolution adopting the new name and then lodge an application in the prescribed form with ASIC. Once this form is lodged and provided the proposed name is available, ASIC must change the company’s name by altering the details of the company’s registration to reflect the change. The change of name will take effect only when ASIC alters the details of the company’s registration.
The Company has already reserved the name GEO Property Group Limited with ASIC thereby ensuring it will be available if the resolution is passed and an application to change the name of the Company is to be lodged.
MFS DIVERSIFIED GROUP ARSN 104 482 206
TO VOTE ONLINE VISIT: www.computershare.com/au/proxy/mft
TO LODGE A PROXY FORM: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Facsimile +61 7 3237 2152
FOR ALL ENQUIRIES CALL: (within Australia) 1300 787 650 (outside Australia) +61 3 9415 4638
TO LODGE YOUR PROXY ONLINE, SIMPLY VISIT:
www.computershare.com/au/proxy/mft
000001 000 MFT
MR JOHN SMITH 1 FLAT 123
123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECEIVED BY 9 AM TUESDAY 25 MARCH 2008
LODGEMENT OF A PROXY FORM.This Form (and any Power of Attorney under which it is signed) must be received at an address given above no later than 48 hours before the commencement of the meeting at 9am (Sydney time) Thursday 27th March 2008. Any Proxy Form received after that time will not be valid for the scheduled meeting.
I1234567890 3030
MFT_PROXY_132650/000001/000001/i
*S000001Q01*
2 1 P R
SPECIAL BUSINESS
1. CHANGE OF NAME OF COMPANY
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
I/We being a member/s of MFS Diversified Limited hereby appoint
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Special General Meeting of MFS Diversified Limited to be held at Royal Automobile Club of Australia, 89 Macquarie Street, Sydney NSW 2000 on Thursday 27th March 2008 at 9am (Sydney time) and at any adjournment of that meeting.
