ASX/MEDIA ANNOUNCEMENT

Transcription

1 MFS DIVERSIFIED GROUP COMPRISING: MFS DIVERSIFIED TRUST ( Trust ) ARSN (RESPONSIBLE ENTITY: MFS DIVERSIFIED GROUP MANAGEMENT LTD ABN , AFSL ) MFS DIVERSIFIED LIMITED ( Company ) ABN ASX 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 under What s New. Guy Farrands Managing Director and CEO Date: 22 February 2008 Sydney Gold Coast Melbourne SHARE REGISTRY Level 21, Governor Macquarie Tower 1 Farrer Place Sydney NSW 2000 Ground Level 9 Ouyan Street Bundall Qld 4217 Level Victoria Street Richmond Vic 3121 Computershare Investor Services Pty Ltd Level 19, 307 Queen Street Brisbane QLD 4000 Tel Tel Tel Tel: 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: Telephone: securityholder@mfsdg.com.au Website: mfsdiversified.com.au

2 NOTICE OF MEETING AND EXPLANATORY MEMORANDUM SPECIAL GENERAL MEETING OF MFS DIVERSIFIED LIMITED ACN To be held at Elizabeth Room Royal Automobile Club of Australia 89 Macquarie Street Sydney NSW 2000 on Thursday 27 March 2008 Commencing at 9am (Sydney time)

3 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. * A person appointed as a proxy need not be a Member, and may be an individual or a body corporate.

4 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, , post or hand delivery to either: MFS Diversified Limited 9 Ouyan Street, Bundall, Qld 4217 Fax securityholder@mfsdg.com.au Attention: Company Secretary OR Computershare Investor Services Pty Limited GPO Box 242, Melbourne VIC 3001 Fax webqueries@computershare.com.au

5 Members Entitled to Vote The Directors of the Company have determined that, for the purposes of the meetings and pursuant to regulation 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 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 If you have any queries on how to cast your votes then call the Company Secretary on during business hours.

6 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 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. The reason for the change of name is to reflect that the Company is part of a group separate from MFS Limited. It is also intended to change the name of MFS Diversified Trust to GEO Property Trust. The Group will thereafter be known as GEO Property Group.

7 *S000001Q01* MFT MR JOHN SMITH 1 FLAT SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030 MFS TO DIVERSIFIED VOTE ONLINE GROUP VISIT: ARSN TO LODGE A PROXY FORM: Computershare Investor TO VOTE Services ONLINE Pty Limited VISIT: GPO Box 242 Melbourne Victoria 3001 Australia Facsimile TO LODGE A PROXY FORM: Computershare Investor Services Pty Limited FOR ALL ENQUIRIES CALL: GPO Box 242 Melbourne (within Australia) Victoria 3001 Australia (outside Australia Facsimile FOR ALL ENQUIRIES CALL: (within Australia) (outside Australia) FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECEIVED BY 9 AM TUESDAY 25 MARCH 2008 TO LODGE YOUR PROXY ONLINE, SIMPLY VISIT: I 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 Any Proxy Form received after that time will not be valid for the scheduled meeting. MFT_PROXY_132650/000001/000001/i

8 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. 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 * I I ND MFT MR JOHN SMITH 1 FLAT SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030 MFT 2 1 P R