For personal use only

ACN 120 394 194

201 Adelaide Terrace

Perth Western Australia 6000
Phone (08) 9463 4340
Facsimile (08) 9325 5999
www.ilh.com.au

31 October 2007

The Manager
Company Announcements Office
ASX Limited

Shareholder Mail Out

Attached is a copy of the following documents, which will be sent to shareholders today
along with the companys 2007 Financial Report, which has been separately released to
the ASX:
Chairmans Letter
Notice of Annual General Meeting
Proxy Form

BK Davies
Company Secretary

For personal use only

ACN 120 394 194

201 Adelaide Terrace

Perth Western Australia 6000
Phone (08) 9463 4340
Facsimile (08) 9325 5999
www.ilh.com.au

30 October 2007

NAME
ADD1
ADD2
ADD3
ADD4
ADD5

Dear Shareholder
Please find enclosed a copy of the companys Financial Report for the period from
incorporation on 26 June 2006 to 30 June 2007, together with a Notice of Meeting for the
Annual General Meeting, a Proxy Form, an election form to receive future annual reports
electronically and a reply paid envelope.
On behalf of the Board, I am pleased to invite you to attend the companys first Annual
General Meeting that is to be held at The Western Australian Club (Inc) (Private Function
Room), 101 St Georges Terrace, Perth on Friday 30 November 2007 at 10:30am.
If you are unable to attend the Annual General Meeting, I would encourage you to vote by
completing and returning the attached Proxy Form using the reply paid envelope provide
or by faxing it to the companys share registry on (08) 9315 2233 so that it is received no
later than 48 hours prior to the scheduled commencement of the meeting.
Corporate shareholders will be required to complete a Certificate of Appointment of
Corporate Representative to enable a person to attend on their behalf. A form of this
certificate can be obtained from Security Transfer Registrars Pty Ltd who can be
contacted by phone on (08) 9315 2333.
The Directors thank you for your support and look forward to a successful year ahead.

Yours sincerely

The Hon John Dawkins AO

CHAIRMAN

For personal use only

ACN 120 394 194

201 Adelaide Terrace

Perth Western Australia 6000
Phone (08) 9463 4340
Facsimile (08) 9325 5999
www.ilh.com.au

ANNUAL GENERAL MEETING

To be held at The Western Australian Club (Inc) (Private Function Room)
101 St Georges Terrace, Perth, Western Australia
At 10:30am on Friday 30 November 2007

NOTICE OF ANNUAL GENERAL MEETING AND ACCOMPANYING

EXPLANATORY NOTES

Agenda Items:
1. Adoption of the financial report;
2. Adoption of the Remuneration Report;
3. Appointment of Director The Hon John Dawkins AO;
4. Appointment of Director Ms Anne Tregonning;
5. Appointment of auditors; and
6. Approval of Non-Executive Directors remuneration

A proxy form is enclosed.

For personal use only

ACN 120 394 194

201 Adelaide Terrace

Perth Western Australia 6000
Phone (08) 9463 4340
Facsimile (08) 9325 5999
www.ilh.com.au

NOTICE OF MEETING
Notice is hereby given that the Annual General Meeting of shareholders of Integrated
Legal Holdings Limited (the company) will be held on:
Date:

Friday, 30 November 2007

Time:

10:30 am

Place:

The Western Australian Club (Inc) (Private Function Room)

101 St Georges Terrace
Perth WA 6000

Item 1 Financial Report

To receive and consider the Financial Report, the Directors Report and the Auditors
Report of the company for the period from incorporation on 26 June 2006 to 30 June
2007.

Item 2 Remuneration Report

To consider and, if deemed fit, pass the following non-binding resolution:
That the remuneration Report for the period from incorporation on 26 June 2006
to 30 June 2007 as disclosed in the Directors Report be adopted.

Item 3 Appointment of Director The Hon John Dawkins AO

To confirm the appointment of The Hon John Dawkins AO as a Director of the company.

Item 4 Appointment of Director Ms Anne Tregonning

To confirm the appointment of Ms Anne Tregonning as a Director of the company.

Item 5 Appointment of Auditors

To consider and, if deemed fit, pass the following resolution as an ordinary resolution:
To appoint Ernst & Young as auditors of the company and the Directors be
authorised to fix the remuneration of the auditor.

Item 6 Non-Executive Directors Remuneration

To consider and, if deemed fit, pass the following resolution as an ordinary resolution:

For personal use only

That the aggregate sum available for payment to non-executive Directors of the
company as remuneration for their services be set at $250,000 per annum.

By order of the Board

BK Davies
Company Secretary
30 October 2007

QUORUM AND VOTING ENTITLEMENTS

Quorum
The constitution of the company provides that at least five shareholders present in person or by proxy
constitute a quorum. The quorum must be present at all times during the meeting.

For personal use only

If a quorum is not present within 30 minutes after the scheduled time for the meeting, the meeting will
be dissolved.
On a show of hands each shareholder present in person or by proxy has one vote. On a poll, each
shareholder has one vote for each share in the company.
Ordinary resolutions of the company must be passed by more than 50% of the total votes cast on the
resolution by shareholders present in person or by proxy and entitled to vote. All resolutions on the
agenda list are ordinary resolutions.
Individuals
If you plan to attend the meeting, we ask that you arrive at the meeting venue at least 30 minutes prior
to the designated time so that we may validate the number of votes you hold and record your
attendance.
Corporations

In order to attend and vote on a show of hands at the meeting, a shareholder that is a corporation must
appoint a person to act as its representative or appoint a proxy. The appointment of a representative
must comply with Sections 250D and 253B of the Corporations Act 2001. The representative should
bring to the meeting evidence of his or her appointment including any authority under which it is signed.
Voting entitlements
For the purpose of the Corporations Act 2001, the Board has determined that all securities of the
company that are quoted securities at 5:00 pm Australian Western Standard Time on 28 November
2007 will be taken, for the purpose of the meeting, to be held by the persons who held them at the time.
Proxies
If you are unable or do not wish to attend the meeting, you may appoint a proxy to attend and vote on
your behalf. A proxy need not be a shareholder.
If a shareholder is entitled to two or more votes they may appoint two proxies and may specify the
number or percentage of votes each proxy is appointed to exercise. If no such number or percentage is
specified, each proxy may exercise half the shareholders votes.
If you appoint a body corporate as your proxy, the body corporate will need to appoint an individual as
its corporate representative to exercise its powers at the meetings and provide satisfactory evidence of
the appointment of its corporate representative prior to the commencement of the meeting.
Shareholders are able to lodge proxies by facsimile or by mail. The proxy form must be lodged at the
companys share registry using the reply paid envelope or by posting, delivery or facsimile to:
Integrated Legal Holdings Limited
C/- Security Transfer Registrars Pty Ltd
PO Box 535, Applecross WA 6953
770 Canning Highway, Applecross WA 6153
Facsimile: (08) 9315 2233
Proxy forms must be received no later than 48 hours prior to the scheduled commencement of the
meeting ie no later than 10:30am Wednesday, 28 November 2007.
The proxy form enables a shareholder to vote for or against, or abstain from voting on a resolution. A
shareholder may direct the proxy holder how to vote in respect of each resolution.

Submission of written questions to the company or auditor

For personal use only

A shareholder who is entitled to vote at the meeting may submit a written question to the company or
auditor in advance of the meeting:
1. About the business of the company
2. About the remuneration report
3. If the question is directed to the auditor provided it relates to:
a. The content of the Auditors Report to be considered at the meeting;
b. The conduct of the audit or the Auditors independence; or
c. The accounting policies adopted by Integrated Legal Holdings Limited in relation to the
preparation of the financial statements.

All questions must be sent to the company and must be received by the company no later than five (5)
business days before the date of the Annual General Meeting. Written questions should be sent to the
contact below for receipt by no later than 26 November 2007:
Company Secretary
Integrated Legal Holdings Limited
Ground Floor
201 Adelaide Terrace
Perth WA 6000

EXPLANATORY NOTES
The purpose of these Explanatory Notes is to provide shareholders with relevant information about the
resolutions that will be considered at the Annual General Meeting of the company and to enable
shareholders to make an informed decision as to the manner in which they vote in connection with
those matters.

For personal use only

You should read these Explanatory Notes carefully and, if necessary, seek your own independent
advice on any aspect about which you are not certain.

Item 2 Remuneration Report

1. Purpose of the resolution
The Corporations Act 2001 requires that the Directors include a separately identified Remuneration
Report in their annual Directors Report and that a resolution to adopt the Remuneration Report be
put to a vote of shareholders at the Annual General Meeting.
2. Additional information
A copy of the Remuneration Report for the period from incorporation on 26 June 2006 to 30 June
2007 is included as part of the Directors Report that can be found in the companys 2007 Financial
Report as forwarded or available to shareholders.
Voting on the adoption of the Remuneration Report is for advisory purposes only and will not bind
the Directors or the company. The meeting Chairman will allow a reasonable opportunity for
shareholders to ask questions about or comment on the Remuneration Report at the meeting.
The resolution is a non-binding resolution and to be passed, requires the approval of at least 50% of
the votes cast by shareholders entitled to vote, by voting in person or by proxy at the Meeting.
3. Directors recommendation and open proxies
The Directors unanimously recommend that shareholders vote in favour of adopting the
Remuneration Report. The meeting Chairman intends to vote all open proxies in favour of the
resolution.

Items 3 and 4 Appointment of Directors

1. Background
Under section 201H(3) of the Corporations Act 2001, where a person is appointed by the other
Directors as a director of a public company, the company must confirm the appointment by
resolution at the companys next AGM.
On 6 October 2006, in preparation for the listing of the company on the Australian Stock Exchange,
the Directors resolved to appoint The Hon John Dawkins AO and Ms Anne Tregonning as NonExecutive Directors of the company.
On that date, Mr Warren Black and Mr Hemel Modi resigned as Directors. Mr Thomas Henn
continues as Managing Director of the company.
2. Director information
Following are details on The Hon John Dawkins AO:
Age: 60
Qualifications/Memberships: B.Ec, Dip.Ag
Mr Dawkins was Chairman of Law Central Co Pty Ltd from its early beginnings in March 2000 until
March 2006. His other board appointments include Chair of the Retail Energy Market Company,
Chair of Fortuna Funds Management Ltd, and Director of Genetic Technologies Ltd. For over 10
years, until 2005, he served on the board of Sealcorp Holdings, now Asgard Wealth Solutions, and
he is a former chairman of Elders Rural Bank.

Mr Dawkins has consulted to several listed and unlisted Australian and overseas companies, the
World Bank and the OECD. Until his retirement from politics in 1994 he served as a Minister in the
Federal Government for 10 years and in the House of Representatives for 18 years.

For personal use only

He is a graduate in Economics from the University of Western Australia, and he has been awarded
honorary doctorates from The University of South Australia and the Queensland University of
Technology.
Following are details on Ms Anne Tregonning:
Age: 50
Qualifications/Memberships: B.Com, FCA, GAICD
Ms Tregonning has extensive experience in finance and risk management in both public practice
and commerce. Senior positions previously held include General Manager Finance and Risk,
Wealth Management Division, St George Bank; Director Group Finance, Sealcorp Holdings, now
ASGARD Wealth Solutions, and Senior Manager Corporate Banking, BankWest.
Ms Tregonning is a non-executive director of Retail Energy Market Company Limited and Musica
Viva Australia. She is a past executive director of ASGARD Capital Management Limited, a past
State Chairman of the Institute of Chartered Accountants and member of its National Council, and a
past director of other public company and not-for-profit/professional organisations.
Ms Tregonning is a graduate of The University of Western Australia, a Fellow of The Institute of
Chartered Accountants and Graduate of the Australian Institute of Company Directors.
4. Directors recommendation and open proxies
The Directors unanimously recommend that shareholders vote in favour of adopting the
appointment of The Hon John Dawkins AO and Ms Anne Tregonning. The meeting Chairman
intends to vote all open proxies in favour of the resolution.

Item 5 Appointment of Auditors

1. Background
Under section 327B(1)(a) of the Corporations Act 2001, a public company must appoint an auditor
at its first AGM.
2. Directors recommendation and open proxies
The Directors unanimously recommend that shareholders vote in favour of appointing Ernst &
Young as auditors of the company. The meeting Chairman intends to vote all open proxies in
favour of the resolution.

Item 6 Approval to set non-executive Directors remuneration limit

1. Background
The Corporations Act 2001 specifies that the maximum aggregate amount of Directors fees which
can be paid to all non-executive Directors must be approved by the shareholders at the Annual
General Meeting. The aggregate amount of Directors fees that is sought to be established is
$250,000 per annum (including superannuation).
The determination of non-executive Directors remuneration within that maximum will be made by
the Board having regard to the inputs and value to the Company of the respective contributions by
each non-executive Director.

Proxy Form
ACN 120 394 194

201 Adelaide Terrace

Perth Western Australia 6000
Phone (08) 9463 4340
Facsimile (08) 9325 5999
www.ilh.com.au

For personal use only

HIN / SRN: <HOLDER NO>

NAME
ADD1
ADD2
ADD3
ADD4
ADD5

SECTION A
Appointment of Proxy
I/We being a member (s) of Integrated Legal Holdings Limited and entitled to attend and vote hereby appoint:
the Chairman of the Meeting

or
(write here the name of the person you are appointing if this person

(mark with X in box if you wish

to appoint the Chairman)

is someone other than the Chairman of the meeting)

or failing the person named, or if no person 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 General Meeting of the Company to be
held at 10.30am on Friday, 30 November 2007 at The Western Australian Club (Inc), 101 St Georges Terrace, Perth, Western Australia.

SECTION B

Voting directions to your Proxy please mark

to indicate your directions -

Ordinary Business

FOR

Agenda Item 2

To approve the Remuneration Report

Agenda Item 3

To approve the appointment of The Hon John Dawkins AO

as a Director

Agenda Item 4

To approve the appointment of Ms Anne Tregonning as a

Director

Agenda Item 5

To confirm the appointment of Ernst & Young as auditors

of the company

Agenda Item 6

To approve the aggregate sum available for payment to

non-executive Directors of the company as remuneration
for their services be set at $250,000 per annum

AGAINST

ABSTAIN

Your Directors recommend that you vote in favour of all resolutions.

Please note that your Chairman intends to vote undirected proxies in favour of each item of business
* If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll
and your votes will not be counted in computing the required majority on a poll.
SECTION C
Appointment of a Second Proxy
I / We wish to appoint a second Proxy
Mark X if you wish
to appoint a second Proxy

AND

OR

State the percentage of your voting rights or

the number of securities for this proxy form

PLEASE SIGN BELOW

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Security holder 1

Sole Director and sole Company Secretary

.....................................................
Contact name

Security holder 2

Security holder 3

Director

Director/ Company Secretary

.....................................................
Contact day time telephone

..................................................
Date

For personal use only

NOTES
1.

Name and Address

This is the name and address on the Share Register of Integrated Legal Holdings Limited. If this information is
incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker
of any changes. Please note that you cannot change ownership of your shares using this form.

2.

Appointment of a Proxy
If you wish to appoint the Chairman of the Meeting as your Proxy please mark X in the box in Section A.
Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to
appoint the Chairman as your Proxy.
If the person you wish to appoint as your Proxy is someone other than the Chairman of the Meeting please
write the name of that person in Section A. If you leave this section blank, or your named Proxy does not
attend the meeting, the Chairman of the Meeting will be your Proxy. A Proxy need not be a Shareholder of
Integrated Legal Holdings Limited.

3.

Directing your Proxy how to vote

To direct the Proxy how to vote place an X in the appropriate box against each item in Section B. Where
more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be
used to indicate voting intentions.

4.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish
to appoint a second Proxy an additional proxy form may be obtained by telephoning the Companys Share
Registry (08) 9315 2333 or you may photocopy this form.
To appoint a second Proxy you must:
(a) On each of the first Proxy form and the second proxy form state the percentage of your voting rights or
number of securities applicable to that form. If the appointments do not specify the percentage or number
of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and
(b) Return both forms in the same envelope.

5.

Signing Instructions
Individual: where the holding is in one name, the Shareholder must sign.
Joint Holding: where the holding is in more than one name all of the Shareholders must sign.
Power of Attorney: to sign under Power of Attorney you must have already lodged this document with
the Registry. If you have not previously lodged this document for notation, please attach a certified
photocopy of the Power of Attorney to this form when you return it.
Companies: where the Company has a sole Director who is also the sole Company Secretary this form
must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001)
does not have a Company Secretary, a sole Director may sign alone. Otherwise this form must be signed
by a Director jointly with either another Director or Company Secretary. Please indicate the office held in
the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate Certificate of Appointment of
Corporate Representative should be lodged with the Company before the meeting or at the registration desk on the
day of the meeting. A form of the certificate may be obtained from the Companys Share Registry.
Lodgement of Proxy
This proxy form (and any power of attorney under which it is signed) must be received no later than 10.30am on
Wednesday, 28 November 2007 being 48 hours before the time for holding the meeting. Any proxy form received
after that time will not be valid for the scheduled meeting. Please lodge the proxy form with the Companys Share
Registry, you are encouraged to submit your proxy by mail or fax 08 9315 2233. The addresses of Security
Transfer are as follows:
By mail:

Security Transfer Registrars Pty Ltd

PO Box 535
Applecross WA 6953

By hand:

Suite 1, 770 Canning Highway

Applecross WA 6153

By Fax:
By email:

Fax number - + 61 8 9315 2233

registrar@securitytransfer.com.au