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201 Annual General MeetingAttendance in person:Sydney Office, Level 2, 36 – 42 Chippen Street, ŚŝƉƉĞŶĚĂůĞ E t By videoconference or teleconference:dŽ ũŽŝŶ ďLJ ǀŝĚĞŽ ĐŽŶĨĞƌĞŶĐĞ ŐŽ ƚŽ͗ ĂƵͬƐĐŽƉŝĂ͍/ сϲϮϬϭΎΎΎϭϳϴϵΘĂƵƚŽũŽŝŶ dŽ ũŽŝŶ ďLJ ƚĞůĞĐŽŶĨĞƌĞŶĐĞ ŐŽ ƚŽ͗ ;ϬϮͿ ϴϯϵϲ ϵϰϴϮ W/E ĐŽĚĞ͗ ϭϳϴϵη 7:30 PMFriday, October 201
AGENDAAnnual General MeetingGP Synergy Level 1/36-42 Chippen St Chippendale NSW 2008Friday, 30 October 20157:30 PM 1. Present1.1. Proxy appointmentsAttachment: 39 of 432. Apologies3. In Attendance4. Declarations of Interest5. Minutes of the annual general meeting held 24 October 20141 of 436. Ordinary Resolution6.1. That the Director's Report and Declarations for the period ending 30 June 2015 beadopted5 of 436.2. That the Auditor's Independence Declaration and Auditors Report for the periodending 30 June 2015 be adopted.6.3. That the Statement of Financial Position for the period ending 30 June 2015 beadopted.6.4. That the Statement of Comprehensive Income and notes to the financial statementas at 30 June 2015 be adopted.7. Election of directors8. Close31 of 43
MINUTESAnnual General MeetingGP Synergy level 2 / 36-42 Chippen St Chippendale NSW 2008Friday, 24 October 20147:30 PMBlock Motions Indicated by **1. PresentA/Prof. Lyn Fragar AO (LF) [Chair]Australian College of Rural and Remote Medicine (by Proxy: Chair)Barwon Division of General Practice (by proxy: Chair)Central Sydney General Practice Network (by Proxy: Dr Aline Smith)Inner West Sydney Medicare Local Ltd (Dr Aline Smith)National GP Supervisor Association (Dr Jacqueline Korner)South Eastern Sydney Medicare Local (Dr Wayne Cooper)Sydney North Shore and Beaches Medicare Local (Dr Harry Nespolon)Sydney South West GP Link Limited (Dr Sayeed Khan)University of New South Wales (Prof Siaw-Teng Liaw)University of Western Sydney, School of Medicine (Professor Jennifer Reath)1.1. Proxy appointmentsDr Aline Smith: Proxy for Central Sydney General Practice Network (vote on resolutions is NOT DIRECTED)Chair: Proxy for the Australian College of Rural and Remote Medecine (ABSTAIN on resolutions)Chair: Barwon Division fo General Practice (vote directed FOR resolutions)2. ApologiesDr Charlotte Hespe (Director)Dr Narelle Shadbolt (Director)3. In AttendanceDamon ReesDr Rosa CanaleseMr David AnsonKate Froggatt (Minutes)John Oldfield (Company Secretary CEO)Bruce Howle (Auditor)4. Declarations of InterestNone declaredPage 1 of 43
5. Minutes of the Previous MeetingThe minutes of the GP Synergy Annual General Meeting, 25 October 2013, were tabled and noted.6. Ordinary Resolutions6.1. That the Directors Report and Declarations for the period ending 30 June 2014 be adoptedIt was resolved that Directors Report and Declarations for the period ending 30 June 2014 be adopted.Moved : Dr Harry NespolonSecond : Dr Wayne CooperCarried : By majority voteAbstained : Chair6.2. That the Auditors Independence Declaration and Auditors Report for the period ending 30 June 2014 beadoptedIt was resolved that the Auditors Independence Declaration and Auditors Report for the period ending 30June 2014 be adoptedMoved : Dr Harry NespolonSecond : Dr Wayne CooperCarried : By majority voteAbstained : Chair6.3. That the Statement of Financial Position for the period ending 30 June 2014 be adoptedIt was resolved that the Statement of Financial Position for the period ending 30 June 2014 be adoptedMoved : Dr Harry NespolonSecond : Dr Wayne CooperCarried : By majority voteAbstained : Chair6.4. That the Statement of Comprehensive Income and notes to the financial statement as at 30 June 2014 beadoptedIt was resolved that the Statement of Comprehensive Income and notes to the financial statement as at 30June 2014 be adoptedMoved : Dr Harry NespolonSecond : Dr Wayne CooperCarried : By majority voteAbstained : Chair7. Election of directorsPage 2 of 43
The Company Secretary John Oldfield, advised the meeting that the number of candidates nominated wereequal to the positions vacated and therefore a ballot was not necessary. He declared the following candidatesas directors passed:Dr Ian KamermanDr Harry NespolonProfessor Siaw-Teng Liaw8. CloseThe meeting closed at 7:45pmPage 3 of 43
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GP SYNERGY LIMITEDABN 62 099 141 689NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2015 (CONTINUED)17. Post reporting date eventsAs part of the May 2014 Federal Budget, the Commonwealth Government announced itsintention to rationalise the administration and delivery of the Australian General PracticeTraining Program (AGPT). On 1 January 2015 Regional Training Provider (RTP) contracts,which expire on 31 December 2015, have been novated to the Department of Health. In doingso General Practice Education and Training Limited (the program manager) was abolished. GPSynergy participated in the competitive tender process which opened 29 May 2015. In itssubmission, GP Synergy has deposited a tender response for each separate training boundaryin NSW, and combinations thereof.It is expected that the outcome of tender will be announced sometime between 10 August 2015and early October 2015.No other adjusting or significant non-adjusting events have occurred between the reporting dateand the date of authorisation.18. Member guaranteeThe company is limited by guarantee. If the company is wound up, the articles of associationstate that each member is required to contribute a maximum of 10 each towards meeting anyoutstanding obligation of the company. The number of members as 30 June 2015 is 25 (2014:24).20Page 26 of 43
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GP Synergy LimitedACN 099 141 689(Company)John Oldfield Company SecretaryEmail: johno@gpsynergy.com.au Fax: (02) 9818 3311Postal Ballot FormReturn date: close of business 5:00pm, 23 October 2015.I/We1ofbeing a member/members of GP Synergy Limited in relation to the Annual General Meeting (AGM) ofthe Company to be held at Level 2, 36-42 Chippen Street, Chippendale NSW at 7:30pm, on Friday30 October 2015 or at any adjournment of that meeting, lodge the following postal ballot.Ordinary Resolutions7. Election of directorsNominating MemberOrganisationNomineeTo vote FOR a nominee, please mark(“X”) alongside the name of up toTHREE (3) persons listed.(Forms marked incorrectly will be invalid)1University of Notre DameAustraliaDr Aline SmithAustralian College ofRural and RemoteMedicineDr Warwick YongInner West SydneyMedicare LocalA/Prof. Lyn FragarAOCentral Sydney GPNetworkDr Charlotte HespeThe University of SydneyDr Fiona RobinsonTamworth AboriginalMedical ServiceMr Craig HockingName of Member organisationPage 31 of 43
Dated: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Executed by2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .seal is affixed, witnessed by the following persons:acting by the following persons or, if the.Signature of director.Signature of director/company secretary.Name of director (print).Name of director/company secretary (print)- OR -Signed for and on behalf of (Company Name)in the presence of:.Signature of witness.Signature of authorised person.Name of witness (print).Name of authorised person (print)Please return to:John Oldfield Company SecretaryEmail:Fax:johno@gpsynergy.com.au(02) 9818 33112Insert the name of Member companyPage 32 of 43
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Letter of nomination I for the position of director, 2015-lRrnr,Lro4str Agn4rar lnc /lesrs.ac Seavrc-eAddress,q sHr&tZ: bC-Member Organlsatlonl{ame of NomineeG,nzrLrraadContod detdils (Nominee) PhoneOcrr(c 369'7iEmait 4a4\d FISG-u) Q3ele-)@ r.r"rts. c)rq.a, -tPlefic nbr hcrc detalb ln rupDort of vour nomlnrdon:Thank you for this opportunity to submit a lctter of support in relation to the nomination of CnigHocking for the position of Director with GP Synergy.As an experienced and respected member of an Aboriginal Community Controlled Health Service,Craig brings a wealth of experience to TAMS and the Aboriginal Health Sector. His qualifications,which include Diploma of Aboriginal Studies, Diploma of Business Management and Diploma inHuman Resource Management, would enable him to be a positive influence in the position ofDirector with GP Synergy if he was to be successful. He has worked in the Aboriginal Health Sectorfor a period of 8 years and has held numerous positions at local and regional levels, and now as theChief Executive fficer of Tamworth Aboriginal Health Service.Tamworth Aboriginal Medical Service has a long history of working in partnership with GP Synergyand I believe that Cnigis appointment would strengthen this relationship, but alrc strengthen therelationship with the Aboriginal Sector as a whole.the Chairperson of Tamworth Aboriginal Medical Service and on behalf of the Board of Directors,am glad to support his nomination.AsITamworth Aboriginal Medical Servicewte fut ArtC ?ooPlea1r3r tumto: C/o: TheCompanySecretary,GPSynoryyumibd lantall: iohno@opsvnergv.com.auNOMINATION AND CONSENT FORMS ARE DUEBY:lfax(02)98f8331118 SEPTEMBER 2OI5Page 38 of 43
GP Synergy LimitedACN 099 141 689(Company)John Oldfield Company SecretaryEmail: johno@gpsynergy.com.au Fax: (02) 9818 3311Proxy FormProxy forms must be received by the Company Secretary no later than close of business5:00pm, 28 October 2015.I/We1ofbeing a member/members of GP Synergy Limited appoint as my/our proxy2of3or in his/her absence4,of5or in his/her absence, or if you do not choose a proxy, the chairperson of the general meeting ofthe Company to be held at the Sydney Office: Level 2, 36 – 42 Chippen Street Chippendale NSWat 7:30pm, on 30 October 2015 or at any adjournment of that meeting.If the chairperson of the general meeting of the Company is appointed as proxy, the following is astatement of the chairperson’s voting intentions in relation to undirected proxies:Statement: If appointed as proxy, the Chair has elected to abstain on any vote that is undirected.If you do not wish to direct your proxy how to vote, please place a mark in the box:6Ordinary Resolutions123456Name of Member organisationInsert the name of the proxy desired in the space providedInsert the address of the proxy desired in the space providedInsert name of alternate proxy, should the initial appointee be unable to attend the meeting(OPTIONAL)Insert address of alternate proxy, should the initial appointee be unable to attend the meeting(OPTIONAL)By marking this box, you acknowledge that the Proxy may exercise your vote even if s/he has aninterest in the outcome of the resolution and votes cast by him/her other than as proxy holder willbe disregarded because of that interest.119432789 \ 0466655 \ DAS011Page 39 of 43
Resolution Number 7ForAgainstAbstainIt is resolved that:6.1. That the Directors Report and Declarations for the periodending 30 June 2015 be adopted.6.2. That the Auditors Independence Declaration and AuditorsReport for the period ending 30 June 2015 be adopted.6.3. That the Statement of Financial Position for the periodending 30 June 2015 be adopted.6.4. That the Statement of Comprehensive Income and notes tothe financial statement as at 30 June 2015 be adopted.7. Election of directorsTo be confirmed by postal ballot.7Please indicate with a “X” in the spaces opposite to each of the resolutions how you wish theproxy to vote on your behalf. In the absence of any such indication the proxy may vote for oragainst the resolutions or may abstain at his/her discretion. Your proxy will also be entitled to voteat his/her discretion on any resolution properly put to the Meeting other than those referred to inthe notice convening the Meeting119432789 \ 0466655 \ DAS012Page 40 of 43
Executed by8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .the seal is affixed, witnessed by the following persons:acting by the following persons or, if.Signature of director.Signature of director/company secretary.Name of director (print).Name of director/company secretary (print)- OR -8Signed for and on behalf of (Company Name)in the presence of:.Signature of witness.Signature of authorised person.Name of witness (print).Name of authorised person (print)Insert the name of Member company that is appointing a proxy to vote on its behalf119432789 \ 0466655 \ DAS013Page 41 of 43
PROXY INSTRUCTIONSWhat is a Proxy?1A proxy is a person who is authorised to act for a member of the Company at a generalmeeting for the purpose of casting a vote in accordance with that member's directions.2The purpose of this form is to inform the Company:(a)who, if anyone, you have appointed as your proxy;(b)if your authorised proxy is absent at the meeting, or if you do not choose aproxy, whether you wish to authorise the chairperson to cast your votes;(c)if the chairperson of the meeting is appointed as proxy whether you wanthim/her to vote in accordance with your voting directions or otherwise to votein accordance with his chairperson's stated voting intentions.Eligible Member3If you are a member entitled to attend and vote at this meeting of the Company, youmay appoint a proxy to vote on your behalf.4A proxy need not be a member of the Company.How to appoint a proxy56If you are an corporate eligible member, the appointment of your proxy must be inwriting and executed by one of the following methods:5.1under your common seal and witnessed by 2 directors or 1 director and 1company secretary; or5.2signed by 2 directors or 1 director and 1 company secretary under section127 of the Corporations Act; or5.3signed by the authorised representative which has been registered by themember to the company; or5.4if the proxy form is being signed under a power of attorney, signed by theattorney .If the proxy is not signed it is invalid.Delivery of proxy appointment to Company78For an appointment of a proxy to be effective, the following documents must be receivedby not later than 48 hours before the time for holding the meeting by the Companyat 36 - 42 Chippen Street, Chippendale, NSW 2008 and may be faxed to the companyon facsimile number (02) 9818 3311 or johno@gpsynergy.com.au or produced tothe Chairperson of the meeting before the proxy votes: The proxy’s appointment. If the appointment is signed by your attorney – the authority under which theappointment was signed or a certified copy of the authority.If a meeting has been adjourned, an appointment and any authority received by theCompany at least 24 hours before the resumption of the meeting are effective for theresumed part of the meeting.119432789 \ 0466655 \ DAS014Page 42 of 43
Changing proxy appointments, directions and other details9If after lodging this form you wish to change the details of this form (including the identityof your proxy or the voting directions) you can do so, provided that you lodge a newProxy Form by the cut-off date for receiving these forms. The last form received by theCompany from you will be effective and any earlier forms will be cancelled.Do I need to attend the meeting?10The short answer is no. If you appoint a proxy or authorise the chairperson to vote onyour behalf (either in accordance with your directions or the chairperson's statedintentions), you do not need to attend the meeting. You are nevertheless welcome to doso if you wish but you must not vote twice (in person and by proxy) on the sameresolution.Authorised representatives attendance at meetings11A corporate member may be represented at a meeting by the person who is themember's authorised representative whose name has been provided in writing by themember to the Company Secretary of the Company from time to time. The Companykeeps a register of authorised representatives. Pursuant to clause 7.29 prior to eachmeeting of Members, the Member must confirm its approved representative to theCompany in the manner prescribed by the Directors as set out in the notice of themeeting. This can be a standing appointment.119432789 \ 0466655 \ DAS015Page 43 of 43
Hocking for the position of Director with GP Synergy. As an experienced and respected member of an Aboriginal Community Controlled Health Service, Craig brings a wealth of experience to TAMS and the Aboriginal Health Sector. His qualifications, which include Diploma of Aboriginal Studies, Diploma of Business Management and Diploma in
