Rubicon Limited ASM – Notice of Meeting

Notice of 2018 Annual Shareholders’ Meeting
Voting / Appointment of Proxy Form
Accompanying this document is a voting / appointment of proxy form to enable you
to vote on the resolutions either by:
• attending the Meeting;
• lodging a postal vote; or
• appointing a proxy to vote at the Meeting.
If you do not plan to attend the Meeting you are encouraged to complete and return the voting / appointment of proxy form
as soon as possible.
Important Dates
5:00pm, 2 March 2018 Record date for voting entitlements for the Annual Shareholders’ Meeting
10:00am, 4 March 2018 Latest time for receipt of postal votes and proxy forms
10:00am, 6 March 2018 Annual Meeting of Shareholders
All dates / times are given in New Zealand time.
Business of the Meeting
i. Chairman’s introduction
ii. Chief Executive Offi cer’s review
iii. Shareholder questions
iv . Resolutions - Shareholders will be asked to consider and, if thought appropriate, pass ordinary resolutions on
the following matters.
Election of Directors
1. That Hugh Fletcher be re-elected as a director of the Company. Mr Fletcher retires by rotation in accordance with
the Company’s Constitution. Mr Fletcher is eligible and offers himself for re-election. A biography of Mr Fletcher is
contained in Explanatory Note 1.
Mr Ranjan Tandon was appointed as a Director by the Board in August 2017, and, in accordance with the Constitution,
holds office only until this Annual Meeting.
2. That Ranjan Tandon be elected as a director of the Company. Mr Tandon is eligible and offers himself for election. A
biography of Mr Tandon is contained in Explanatory Note 2.
Auditor’s Remuneration
3. To authorise the Directors to fix KPMG’s fees and expenses as the Company’s auditor for the period ending 31 March 2018.
See Explanatory Note 3.
Pr ocedural Notes
a. Each of the resolutions is an ordinary resolution and must be passed by a simple majority of the votes of those
shareholders entitled to vote and voting on the resolutions.
b. David M Knott (including Dorset Management Corporation) and Libra Fund LP who collectively hold 45.9% of the shares
on issue have confirmed they intend to vote in favour of all resolutions.
c. The persons who will be entitled to vote on the resolutions at the Meeting are those persons who are recorded on
the register as shareholders at 5:00pm on 2 March 2018 (record date).
d. The accompanying voting/appointment of proxy form should be used to vote on the resolutions.You can participate by
postal vote, by proxy, or by casting your vote in person at the Meeting.
e. Mark Taylor, the Company Secretary, has been authorised by the Board to receive and count p
ostal votes.





By Order of the Board
rolyaT kraM dnalkcuA
yraterceS ynapmoC dnalaeZ weN
detimiL nocibuR 12 February 2018
Notice is hereby given that the Annual Meeting of Rubicon Limited shareholders
will be held at the Wardroom, Royal Port Nicholson Yacht Club, 103 Oriental
Parade, Oriental Bay, Wellington on Tuesday 6 March 2018 at 10:00am.

EXPLANATORY NOTES
Election of Directors
1. Hugh Fletcher



2. Ranjan Tandon



Auditors’ Remuneration
3.

KPMG is the existing auditor of the Company and has indicated its willingness to continue in office for the period ending
31 March 2018. KPMG is automatically re-appointed at the Annual Shareholders’ Meeting as auditor of the Company
by virtue of section 207(T) of the New Zealand Companies Act 1993. The proposed ordinary resolution is required to
authorise the Directors of the Company to fix KPMG’s fees and expenses for the following year for the purposes of section
207(S) of the New Zealand Companies Act 1993.

MBA Stanford University; MCom (Hons) and BSc University of Auckland
Hugh is Chairman of IAG (New Zealand) Holdings Limited, IAG (New Zealand) Limited, and Fletcher Brothers Limited and
a Director of Insurance Australia Group Limited.

He is also a Trustee of The University of Auckland Foundation, the Dilworth Trust, the Fletcher Trust and The New Zealand
Portrait Gallery, and a member of the Asia Pacific Committee of the Trilateral Commission, and the Advisory Committee
of the Knox Investment Partners Fund IV.

Hugh has broad pastoral farming interests. His executive experience includes six years as Managing Director and Chief
Operating Officer of Fletcher Challenge Limited, before he became CEO from 1987–1997.
The Board unanimously supports the nomination of Mr Fletcher.
MBA Harvard Business School; B Tech Indian Institute of Technology
Ranjan is Founder and Managing Member of Libra Advisors LLC (Libra), which holds a 17.6% interest in Rubicon. Libra had
assets of $2.5 billion and invested in domestic and emerging market equities prior to conversion to a family office in 2012.
He previously served as Sr Management Trainee with DCM in India, CFO of an LBO, InterMarine Incorporated, Houston
and as a VP with Merrill Lynch prior to establishing Libra in 1990.

Ranjan is also a Board Member of the NYU Tandon Engineering School, the Carl Schurz Park Conservancy and has
endowed Faculty Chairs at the Harvard Business School and Yale University. He is also a Director of a listed Stockholm
Company, Vostok Emerging Finance, which invests in early and growth stage fintech companies across emerging markets.

The Board unanimously supports the nomination of Mr Tandon.