In a surprise twist to last week’s Wellard Limited annual general meeting, an error has been exposed in the counting of poll results.
An audit has found that a shareholder was incorrectly excluded from voting on three resolutions put forward by the board.
The poll results have been recalculated to include the shareholder’s votes, and the result is that the outcomes of two resolutions have now been reversed.
Resolution six, which called for the adoption of the Board’s Executive Share Option Plan, and resolution seven, which comprised an option issue to Wellard CEO and major shareholder Mauro Balzarini, were both declared to have been initially rejected by shareholders at the AGM.
However, both resolutions have now been Approved following the audit of Wellard’s Share Registry.
“The error in the calculation arose from a shareholder being incorrectly excluded from voting on Resolutions 1, 6 and 7,” a Wellard announcement to the ASX stated.
“Wellard’s Share Registry has re-calculated the poll results. In accordance with Listing Rule 3.13.2 and section 251AA(2) of the Corporations Act 2001, details of updated proxy/direct votes, and votes cast for each resolution, are attached. The updated results affect the outcome of Resolutions 6 and 7 only.”
Wellard printed the following list of updated results of all resolutions put forth at its AGM:
Resolution 1 – Remuneration Report Received first strike. This is an advisory resolution only and does not bind the directors of Wellard.
Resolution 2 – Mr Griffiths Appointment Approved
Resolution 3 – Mr Wheeler Appointment Approved
Resolution 4 – Mr Clausius Appointment Approved
Resolution 5 – Appointment of Auditor Approved
Resolution 6 – Adoption of ESOP Plan Approved (previously Not Approved)
Resolution 7 – Option issue to Mr Balzarini Approved (previously Not Approved)
Resolution 8 – 10% Placement Capacity Not Approved
Resolution 9 – Mr Dennison Appointment Not Approved
Resolution 10 – Mr Klepec Appointment Approved
Loan covenant issue remedied
Since the AGM Wellard has also released a statement confirming that it has now resolved a breach of its loan covenants reported in its 2016 Annual Report.
Wellard announced in its annual report that it had breached undertakings in its working capital facility for which it obtained waivers and extensions to remedy the breaches prior to 30 November 2016 and 28 February 2017.
“Wellard is pleased to announce that it has successfully remedied the 30 November 2016 breach by including a number of its overseas subsidiaries as obligors under the working capital facility.
“Wellard continues to work productively with its bank towards remedying the remaining breach prior to 28 February 2017.
“Wellard is confident that this will be finalised prior to 28 February 2017.”