Novogen Clarifies Confusion, Issues Letter to Shareholders
November 04 2005 - 12:12PM
PR Newswire (US)
STAMFORD, Conn., Nov. 4 /PRNewswire-FirstCall/ -- At its Annual
General Meeting held on 28 October 2005, the Chairman of Novogen
Limited (NASDAQ:NVGN)(ASX:NRT) advised shareholders that the
Company would be seeking to ascertain the reasons why a significant
number of proxy votes had been cast against Resolution 2, which
related to the adoption of the Remuneration Report for the year
ended 30 June 2005, to determine whether there was a need for the
Company to review its remuneration policies. The Company disclosed
to ASX on 28 October 2005 that 4,629,522 proxy votes had been cast
in favour of Resolution 2 and 12,193,974 proxy votes had been cast
against Resolution 2. The Company has commenced its inquiry and has
now been informed that 3 shareholders holding more than 12,000,000
of the shares representing the proxy votes cast against Resolution
2 retain a third party independent proxy voting agent. Due to a
voting systems error, those 3 shareholders were not given the
opportunity to give voting instructions on Resolution 2 when they
should have been. The Company has been advised that if the voting
systems error had not occurred and voting instructions had been
sought, those 3 shareholders would have voted for Resolution 2.
Those shareholders have apologised to the Company for this voting
error and for any confusion the incorrect vote has caused. Whilst
this does not impact on the validity of the proxy votes cast it is
a factor that the Company will take into account in determining
whether it needs to review its remuneration policies. The following
is a letter dated 3 November 2005 from Novogen Chairman Philip A.
Johnston to Novogen shareholders regarding results of Annual
General Meeting: I am writing to you to clarify certain issues
relating to the outcome of a vote taken on an ordinary resolution
put to Novogen's shareholders at its Annual General Meeting
(Meeting) held on 28 October 2005. In an announcement to Australian
Stock Exchange Limited (ASX) entitled Results of Novogen Limited
Annual General Meeting dated 28 October, 2005 (ASX announcement),
Novogen advised that in respect of Resolution 2, which related to
the adoption of Novogen's Remuneration Report for the year ended 30
June 2005, there was a "majority vote on a show of hands in favor
and the 12.5% proxy vote against was noted by the Chairman for this
non-binding ordinary resolution." To clarify, Resolution 2 was
passed on a show of hands at the Meeting. However, as I stated at
the Meeting, a significant number of proxy votes, specifically
12,193,974 were cast against the resolution. I also stated that
this number represented 12.5% of the shares on issue and the
presentation slide showed that this represented approximately 70%
of all the votes cast by proxy. Given the significant number of
votes cast against the resolution by proxy, a poll should have been
called. I did not call a poll because I had understood (incorrectly
as it now transpires) that the purpose of an advisory resolution
was to give shareholders an opportunity to discuss and challenge
Novogen's remuneration policies. I incorrectly thought that if
those views were acknowledged by the Company and recorded then the
resolution would have achieved its advisory purpose regardless of
whether the resolution was formally passed or not. I apologize to
any shareholder who felt disenfranchised by my misunderstanding and
assure you it was not my intention to disregard in any way the
views you were seeking to express. As was stated at the Meeting,
Novogen is seeking to understand the reasons for the lack of proxy
support for Resolution 2, and to this end has sought to contact a
number of the more significant stakeholders who cast proxy votes
against Resolution 2 to ascertain why they did so. If you cast a
vote by proxy against Resolution 2, we would certainly be
interested in hearing from you and your reasons for doing so. Once
we properly understand the reasons, Novogen will be in a position
to determine whether there is a need to review its remuneration
policies. We hope to be in a position to make this determination by
31 December 2005. If it is determined that Novogen's remuneration
policies require review, full details of what the review will
involve will be announced to ASX. DATASOURCE: Novogen Limited
CONTACT: Mr. Christopher Naughton, Managing Director of Novogen
Limited, +(02) 9878 0088; or David Sheon, +1-202-518-6321, for
Novogen Limited Web site: http://www.novogen.com/
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