Notice of Annual Shareholders’ Meeting
Dear Shareholder
We invite you to join us for the Annual Meeting of the
Shareholders of New Zealand King Salmon Investments Limited
(“NZKS”), to be held at:
Where: Marlborough Convention Centre,
42A Alfred St, Blenheim 7201, in Wairau room
When: Tuesday 7 November 2017 at 1:00 pm
After the business has concluded you are welcome to join
members of the Board and Management for light refreshments.
Please bring the enclosed voting form and attendance slip to the
meeting to assist with your registration.
If you cannot attend, I encourage you to complete and lodge the
proxy form in accordance with the instructions on the back so
that it reaches Computershare by 1:00pm (New Zealand time)
on Sunday 5 November 2017.
NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
2017
RESOLUTIONS
05
01
That the Board is authorised to
x the auditor’s
remuneration for the coming year.
To consider, and if thought
t, to pass the following ordinary resolutions:
A.
CHAIRMAN’S
ADDRESS
B.
MANAGING
DIRECTOR’S
ADDRESS
C.
ORDINARY
RESOLUTIONS
D.
GENERAL
BUSINESS
02
Having retired by rotation, that Paul Steere be re-elected
as a Director.
03
Having retired by rotation, that Jack Porus be re-elected
as a Director.
04
Having been appointed during the year by the Board and
holding o ce only until the Annual Meeting, that Xin
Wang be elected as a Director.
Subject to the approval of resolution 4, that the maximum
total pool of Directors’ remuneration payable by NZKS to
Directors (in their capacity as Directors) be increased by
$65,000 per annum from $400,000 per annum to $465,000
per annum with immediate e ect, with such sum to be
divided amongst the Directors as the Board may from time
to time determine.
Further information relating to these resolutions is set
out in the Explanatory Notes accompanying this Notice
of Meeting. Please read and consider the resolutions
together with the notes.
By order of the Board.
John Ryder
Chairman
16th October 2017
ITEMS OF BUSINESS
John Ryder
Chairman
EXPLANATORY NOTES
THESE NOTES FORM PART OF THE NOTICE OF ANNUAL MEETING
ORDINARY RESOLUTION 1:
APPOINTMENT AND REMUNERATION OF AUDITOR
Section 207T of the Companies Act 1993 provides that a
company’s auditor is automatically re-appointed unless there
is a resolution or other reason for the auditor not to be re-
appointed. The Company wishes Ernst & Young to continue as
the Company’s auditor, and Ernst & Young has indicated its
willingness to do so.
Section 207S of the Companies Act 1993 provides that the fees
and expenses of the auditor are to be
xed in such a manner
as the Company determines at the Annual Meeting. The Board
proposes that, consistent with past practice, the auditor’s fees
be
xed by the Directors. The Board unanimously recommends
that shareholders vote in favour of Resolution 1.
ORDINARY RESOLUTION 2 & 3:
RE¥ELECTION OF DIRECTORS
The NZX Main Board Listing Rules require that at least one third
of the Directors or, if their number is not a multiple of three,
then the number nearest to one third, shall retire from o ce at
the Annual Meeting each year, but shall be eligible for re-election
at that meeting. The Directors to retire are those who have been
longest in o ce since their last election, with the exception of
Grant Rosewarne as an Executive Director nominated by the
Board (pursuant to clause 26.1(c) of the Constitution).
Two Directors are required to retire at this meeting. Each of the
Directors, other than Xin Wang, was reappointed by the Board
on 21 September 2016. The Board has resolved that Jack Porus
and Paul Steere will retire at the Annual Meeting. Jack and Paul,
each being eligible, o er themselves for re-election and the
Board unanimously supports the re-election of Jack and Paul.
Jack Porus
NON¥EXECUTIVE DIRECTOR
Term of O ce: Appointed Director on 23 September 2008,
re-appointed Director on 21 September 2016
Board Committees: Member of the Nominations &
Remuneration Committee
BCom, LLB
Jack has been a director of New Zealand King Salmon since
2008. Jack is Joint Managing Partner of law
rm Glaister
Ennor which he joined in 1972. Jack has practiced in all areas
of property law, commercial law, trusts and estate planning
and is an experienced mediator. Jack is currently the chairman
of Pinnacle Life Limited and a director of Neil Corporation
Limited, Norfolk Mortgage Management Limited as well as other
substantial private businesses, and is a trustee of numerous
personal and charitable trusts. Jack is a nominated appointee
for major New Zealand King Salmon shareholder Oregon Group
and the Board has therefore determined that he is not an
independent director.
Paul Steere
INDEPENDENT
NON¥EXECUTIVE DIRECTOR
Term of O ce: Appointed Director on 23 September 2008,
re-appointed Director on 21 September 2016
Board Committees: Chair of the Audit & Risk Management
Committee and member of the Nominations & Remuneration
Committee
Paul was the founding CEO of New Zealand King Salmon from its
formation to 2009 and has been a director of New Zealand King
Salmon since 2009. Paul has a background in manufacturing,
international trade and fast moving consumer goods having
previously held senior executive positions with a British
multinational including in Hong Kong and Singapore before
joining the NZ Dairy Board as a General Manager for eight years.
Paul is currently a director of ASX listed Clean Seas Seafood
Limited, Chairman of Nelson Airport Limited, a Councillor of
Nelson Marlborough Institute of Technology and a director of
other substantial private businesses. He served on the National
Board of New Zealand Red Cross and its Foundation from 2003
to 2013. The Board has determined that Paul is an independent
director.
longest in o ce since their last election, with the exception of
Grant Rosewarne as an Executive Director nominated by the
Board (pursuant to clause 26.1(c) of the Constitution).
Two Directors are required to retire at this meeting. Each of the
Directors, other than Xin Wang, was reappointed by the Board
on 21 September 2016. The Board has resolved that Jack Porus
and Paul Steere will retire at the Annual Meeting. Jack and Paul,
each being eligible, o er themselves for re-election and the
Board unanimously supports the re-election of Jack and Paul.
next Annual Shareholders Meeting. If shareholders approve
resolution 5, the increased fee pool will apply until such time as
this amount may be further altered by an ordinary resolution of
shareholders.
The Board reviews its fees to ensure NZKS’ non-executive
Directors are fairly remunerated for their services, recognising
the level of skill and experience required to ful
l the role and
to enable NZKS to attract and retain talented non-executive
Directors. The process involves benchmarking against a group of
peer companies.
The fee pool is to be divided amongst the Directors at the
discretion of the Board. The current annual Directors’ fees, set
prior to NZKS’ listing are as follows:
• Chairman $95,000 (including Committee responsibilities)
• Non-executive Directors $55,000
• Chairman of the Audit & Risk Management Committee
$10,000
• Chairman of the Nominations & Remuneration Committee
$5,000
• Audit & Risk Management Committee Member $5,000
• Nominations & Remuneration Committee Member $2,500
NZKS will disregard any votes on Ordinary Resolution 5 by:
1. Any Director of NZKS; and
2. Any Associated Person of any Director of NZKS,except
where any such vote is cast by the Director or one of their
associates as proxy for a person who is entitled to vote
and the Director or that associate votes in accordance
with express instructions to vote for or against a particular
resolution on the proxy form.
ORDINARY RESOLUTION 4:
ELECTION OF DIRECTOR APPOINTED SINCE THE LAST
ANNUAL MEETING
Pursuant to clause 25.2 of the Constitution, Directors who have
been appointed by the Board may hold o ce only until the next
Annual Meeting, and be then eligible for election.
Xin Wang was appointed during the year by the Board and o ers
herself for election. The Board unanimously supports the election
of Xin Wang.
Xin Wang
NON¥EXECUTIVE DIRECTOR
Term of O ce: Appointed Director on 28 February 2017
Ms. Wang became part of the Board in 2017. Ms. Wang is the
General Manager of Strategy Management Department and
Corporate Development Department at China Resources
Enterprise, Limited. Ms. Wang was previously the Assistant
General Manager of China Resources Ng Fung Limited, in charge
of strategy and corporate development. She joined China
Resources Group in 2010. Prior to that, she was with McKinsey
& Company. She holds a B.S. degree from Fudan University,
an MBA degree from Kellogg Business School, Northwestern
University and a Master’s degree from University of Illinois at
Chicago. Xin is a nominated appointee for New Zealand King
Salmon shareholder China Resources Ng Fung Limited, and the
Board has therefore determined that she is not an independent
director.
ORDINARY RESOLUTION 5:
INCREASE IN THE FEE POOL OF DIRECTORS’ FEES
This resolution seeks shareholder approval to increase the
maximum aggregate amount of remuneration (“fee pool”) that
may be paid each year to the Directors of NZKS for their services
as Directors by $65,000 per annum, from $400,000 per annum
to $465,000 per annum, taken together. Shareholder approval is
required under NZX Listing Rule 3.5.1.
This increase re¬ ects the appointment of an additional Director
during the 2017
nancial year and provides the Board with a
remuneration fee pool considered appropriate to remunerate
a Board of six non-executive Directors, including for associated
committee work. If resolution 4 (Election of Xin Wang as a
Director) is not passed by shareholders, the Board does not
intend to put resolution 5 to the meeting.
The existing fee pool of $400,000 was approved prior to NZKS’
initial public o ering and listing in 2016. Actual Board fees paid
during the 2017
nancial year were $364,515, with the current
fees applying from the time of listing, and including fees paid
to Jack Porus and Paul Steere for additional work required in
preparation for the initial public o ering.
The aggregate remuneration paid to non-executive Directors
and the manner in which it is apportioned amongst Directors
is currently reviewed annually, with any proposed increase in
the aggregate pool put to shareholders for approval at NZKS’
ELIGIBILITY TO VOTE
Any shareholder whose name is recorded in the NZKS share
register at 5pm on Friday 3 November 2017 is entitled to attend
the Annual Meeting and vote either in person or by proxy (subject
to the time limits for returning Voting Forms).
ORDINARY RESOLUTIONS OF
SHAREHOLDERS
An ordinary resolution is a resolution approved by a majority of
more than 50% of votes of those shareholders entitled to vote
and voting on the resolution.
Voting on all resolutions put before the meeting shall be by way
of poll. Shareholders are encouraged to cast a postal or online
vote or appoint a proxy to exercise their vote on their behalf if
they cannot attend the meeting in person. Your rights to vote
may be exercised by:
a)Attending and voting in person; or
b)Postal or online voting: The Board has determined that
postal voting is permitted. Postal voting instructions are
included in the Voting Form which accompanies this Notice
of Annual Meeting. You can cast a postal vote online, or
complete and send the Voting Form by post or fax so that
your vote is received by the share registrar no later than
1:00pm on Sunday 5 November 2017.
The Chief Financial Officer, Andrew Clark, has been
authorised by the Board to receive and count postal votes
at the meeting.
c)Appointing a proxy (or representative) to attend and vote in
your place: The proxy need not be a shareholder of the
Company. The form of appointment of a proxy and voting
instructions accompany this Notice of Annual Meeting. You
can appoint a proxy online or complete the Voting Form,
including the proxy appointment and return the proxy
Voting Form by post or fax so that it is received by the share
registrar by no later than 1:00pm on Sunday 5 November
2017.
You may appoint the Chair of the meeting as your proxy.
The Chair of the meeting intends to vote any discretionary
proxies in favour of the resolutions, other than resolution
5.If your named proxy does not attend the meeting or you
have ticked the proxy discretion box but not named a proxy,
you will be deemed to have appointed the Chair of the
meeting as your proxy.
ATTENDANCE & VOTING
RSVP and questions in advance of the meeting
Please ll out and return the RSVP form by 31 October 2017
by using the enclosed pre-paid envelope if you are planning
to attend the Annual Meeting.
To assist NZKS’ Board to provide answers to questions from
shareholders, NZKS is oering a facility for shareholders to
submit questions in advance of the Annual Meeting on the RSVP
form. Questions should relate to matters that are relevant to
the Annual Meeting including matters arising from the
nancial
reports and any general questions regarding the performance of
NZKS. Individual responses to questions will not be provided, but
the Chairman will, at the Annual Meeting, endeavour to address
commonly raised questions. Alternatively, you can email your
questions to: investor@kingsalmon.co.nz
THE ADDRESS FOR THE SHARE
REGISTRAR:
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142,
New Zealand
Level 2, 159 Hurstmere Road
Takapuna, Auckland 1142,
New Zealand
---
Your secure access information
Control Number:
PLEASE NOTE:
www.investorvote.co.nz
New Zealand King Salmon Investments Limited
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Scan the QR code to vote now.
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
corporateactions@computershare.co.nz
For all enquiries contact
+64 9 488 8777
Lodge your postal vote or proxy
Proxy/Voting Form
Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:
CSN/Securityholder Number:
You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand)
to securely access InvestorVote and then follow the prompts to lodge your vote or appoint your proxy online.
For your proxy or vote to be effective it must be received by 1:00pm (New Zealand time) on Sunday 5 November 2017.
Turn over to complete the form to vote
Attendance and voting
Voting on all resolutions put before the meeting shall be by way of poll.
Shareholders are encouraged to cast a postal or online vote or appoint a proxy
to exercise their vote on their behalf if they cannot attend the meeting in
person.
You may cast your vote in one of the four ways described below. You may
abstain from voting on one or more of the resolutions.
(a) Online
Lodge your postal vote or proxy online at www.investorvote.co.nz
(b) Casting a postal vote
You may cast a postal vote on one or more of the resolutions by completing the
FOR, AGAINST or ABSTAIN boxes in 'Step 1' overleaf, signing this voting form
and returning it to the share registrar.
(c) Appointing a proxy
You may appoint a proxy to attend the meeting and either direct the proxy as to
how to vote or give the proxy discretion as to how to vote on the resolutions by
completing the FOR, AGAINST, ABSTAIN or PROXY DISCRETION box on 'Step 1'
overleaf, completing the appointment of proxy details in 'Step 2' overleaf,
signing this Voting Form and returning it to the share registrar. The proxy need
not be a shareholder of the Company. You may appoint the Chair of the meeting
as your proxy. The Chair of the meeting intends to vote any discretionary
proxies in favour of the resolutions, other than resolution 5. If your named
proxy does not attend the meeting or you have ticked the proxy discretion box
but not named a proxy, you will be deemed to have appointed the Chair of the
meeting as your proxy.
(d) Attending and voting in person
You should bring this Voting Form to the meeting and hand the attendance card
to the share registry at the entrance to the meeting.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
Where the holding is in more than one name, all of the securityholders should
sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can also sign alone. Please sign in the appropriate place and
indicate the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.
New Zealand King Salmon Investments Limited
hereby appointof
or failing him/her
of
STEP 1
ATTENDANCE SLIP
SIGN
Contact Name Contact Daytime Telephone Date
STEP 2
Appointment of Proxy
I/We being a securityholder/s of New Zealand King Salmon Investments Limited
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual General Meeting of New Zealand
King Salmon Investments Limited to be held in the Wairau Room, Marlborough Convention Centre, 42A Alfred Street, Blenheim 7201 on Tuesday 7 November
2017 at 1:00 pm and at any adjournment of that meeting.
Please note: If you do not plan to attend the meeting, you may cast a postal vote or appoint a proxy to vote at the meeting.
Voting Instructions/Voting Paper
Signature of Securityholder(s)
This section must be completed.
Securityholder 1
or Sole Director/Director
Securityholder 2
or Director (if more than one)
Securityholder 3
Annual General Meeting of New Zealand King Salmon
Investments Limited to be held in the Wairau Room,
Marlborough Convention Centre, 42A Alfred Street, Blenheim
7201 on Tuesday 7 November 2017 at 1:00 pm
If you mark any of the PROXY DISCRETION boxes above you must appoint a proxy. This may be the chairman or any director if you so wish.
ForAgainstAbstain
Proxy
Discretion
Ordinary Business
Item 1That the Board is authorised to fix the auditors remuneration for the coming year.
Item 2Having retired by rotation, that Paul Steere be re-elected as a Director.
Item 3Having retired by rotation, that Jack Porus be re-elected as a Director.
Item 4Having been appointed during the year by the Board and holding office only until the Annual Meeting,
that Xin Wang be elected as a Director.
Item 5Subject to the approval of resolution 4, that the maximum total pool of Directors remuneration payable
by NZKS to Directors (in their capacity as Directors) be increased by $65,000 per annum from $400,000
per annum to $465,000 per annum with immediate effect, with such sum to be divided amongst the
Directors as the Board may from time to time determine.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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