2018 Notice of Annual Meeting and Voting Form
Stock Exchange Announcement
STOCK EXCHANGE LISTINGS: NEW ZEALAND (FPH), AUSTRALIA (FPH)
2018 NOTICE OF ANNUAL MEETING AND VOTING FORM
Auckland, New Zealand, 6 July 2018 - Fisher & Paykel Healthcare Corporation Limited has
provided a copy of its Notice of Annual Shareholders’ Meeting 2018 which will be held at the
Guineas Ballroom, Ellerslie Event Centre, Auckland, New Zealand on Thursday 23 August 2018
commencing at 2.00pm (NZST).
The attached Notice of Meeting and Voting Form are being mailed to shareholders today. An
electronic copy of these documents will also be available on the company’s website,
https://www.fphcare.co.nz/asm/.
About Fisher & Paykel Healthcare
Fisher & Paykel Healthcare is a leading designer, manufacturer and marketer of products and
systems for use in respiratory care, acute care, surgery and the treatment of obstructive sleep
apnea. The company’s products are sold in more than 120 countries worldwide. For more
information about the company, visit our website www.fphcare.com
.
Ends//
Investors:
Marcus Driller
General Manager Corporate
marcus.driller@fphcare.co.nz
+64 (0) 27 578 9663
Media:
Rachel Reynolds
Senior Communications Manager
rachel.reynolds@fphcare.co.nz
+64 (0) 21 713 911
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Fisher & Paykel Healthcare
NOTICE OF
ANNUAL
SHAREHOLDERS’
MEETING
2018
Notice of Annual Shareholders’ Meeting 20181
ELLERSLIE
EVENT CENTRE
GREENLANE
ÑWEST
GREENLANE
EAST
ELLERSLIE
EVENT CENTRE
ASCOT
ÑAV E
MORRIN ST
MCDONALDS &
COUNTDOWN
ASCOT
HOSPITAL
CARPARK
CARPARK
SOUTHERN
MOTORWAY
The Annual Shareholders’ Meeting of
Fisher & Paykel Healthcare Corporation
Limited (NZBN 9429040719887 and
ABN 69 098 026 281) will be held at the
Guineas Ballroom, Ellerslie Event Centre,
Auckland, New Zealand and online at
www.virtualmeeting.co.nz/fph18 on
Thursday, 23 August 2018 commencing
at 2.00pm (NZST).
IMPORTANT DATES
Record date for voting
entitlements for the
Annual Shareholders’
Meeting
5.00pm,
Tuesday 21 August 2018 (NZST)
Latest time for receipt of
postal votes and proxies
2.00pm,
Tuesday 21 August 2018 (NZST)
Annual Shareholders’
Meeting
2.00pm,
Thursday 23 August 2018 (NZST)
HOW TO GET TO
THE ELLERSLIE EVENT CENTRE
Fisher & Paykel Healthcare Corporation Limited2
BUSINESS
A. CHAIRMAN’S ADDRESS
B. MANAGING DIRECTOR AND CHIEF EXECUTIVE
OFFICER’S REVIEW
C. FINANCIAL STATEMENTS
To receive and consider the financial statements and
the auditor’s report for the year ended 31 March 2018
as contained in the Company’s 2018 annual report.
D. RESOLUTIONS
To consider and, if thought appropriate, pass the
following ordinary resolutions:
Re-Election of Directors
(1) That Scott St John, who retires by rotation
and, being eligible, offers himself for re-election,
be re-elected as a director of the Company.
(2) That Michael Daniell, who retires by rotation
and, being eligible, offers himself for re-election,
be re-elected as a director of the Company.
(See Explanatory Note 1)
Auditor’s Remuneration
(3) That the Directors be authorised to fix the fees
and expenses of PricewaterhouseCoopers as
the Company’s auditor.
(See Explanatory Note 2)
Long Term Variable Remuneration issued to the
Managing Director and Chief Executive Officer
(4) That approval be given for the issue of up to
50,000 performance share rights under the
Fisher & Paykel Healthcare Performance Share
Rights Plan to Lewis Gradon, Managing Director
and Chief Executive Officer of the Company.
(5) That approval be given for the issue of up to
150,000 options under the Fisher & Paykel
Healthcare 2003 Share Option Plan to Lewis
Gradon, Managing Director and Chief Executive
Officer of the Company.
(See Explanatory Note 3)
Notice of Annual Shareholders’ Meeting 20183
SHAREHOLDER QUESTIONS
Consideration of any shareholder questions
raised during the meeting.
By Order of the Board of Directors
TONY CARTER, BOARD CHAIR
6 JULY 2018
Fisher & Paykel Healthcare Corporation Limited4
PROCEDURAL NOTES
Persons entitled to vote
The persons who will be entitled to vote on the
resolutions at the Annual Shareholders’ Meeting are
those persons who will be the shareholders of the
Company at 5.00pm on Tuesday, 21 August 2018 (NZST).
Casting a vote
The voting form enclosed with this notice allows you,
or your proxy, to vote either for or against, or abstain
from, each of the resolutions. Votes may be cast in any
one of the following ways:
Meeting attendance
Attending in person:
Shareholders present at the Annual Shareholders’
Meeting in person may cast their votes at the meeting.
Download the “LinkVote” App available at the App Store
or Google Play Store to vote at the meeting using your
Apple or Android phone. Alternatively, if you prefer to
vote using a paper card this option will still be available.
Attending online:
To attend the meeting online please go to
www.virtualmeeting.co.nz/fph18. Shareholders
attending online will be able to vote and ask questions
during the meeting. Shareholders will require their
shareholder number, found on the proxy form, for
verification purposes.
Online and postal voting prior to the meeting
Shareholders may also directly cast a vote online
at vote.linkmarketservices.com/FPH or by post by
completing and lodging the enclosed voting form
with the share registrar, Link Market Services Limited,
in accordance with the instructions set out on the
form, not less than 48 hours before the time of the
holding of the meeting (i.e. before 2.00pm on
Tuesday 21 August 2018 (NZST)).
Notice of Annual Shareholders’ Meeting 20185
Proxy
Shareholders may appoint a proxy to attend the
Annual Shareholders’ Meeting and vote in their place.
A body corporate who is a shareholder may appoint
a representative to attend on its behalf in the same
manner as that in which it could appoint a proxy.
A proxy need not be a shareholder of the Company.
A shareholder who wishes to do so may appoint the
Chair of the Meeting to act as proxy.
A proxy will vote as directed in the proxy form or,
if voting is left to the proxy’s discretion, then the
proxy will decide how to vote on the resolutions.
If the Chair is appointed as proxy and the voting
is left to his discretion, the Chair intends to vote
in favour of each of Resolutions (1) to (5).
To appoint a proxy, go online to
vote.linkmarketservices.com/FPH or complete and
lodge the enclosed voting form with the share registrar,
Link Market Services Limited, in accordance with the
instructions set out on the form not less than 48 hours
before the time of the holding of the meeting (i.e.
before 2.00pm on Tuesday 21 August 2018 (NZST)).
Voting Restrictions
The Company will disregard any votes cast on Resolution
(4) or (5) by Lewis Gradon and any of his associates.
However, the Company need not disregard a vote cast
on Resolution (4) or (5) if it is cast by any of the above
people as proxy for a person who is entitled to vote,
in accordance with an express direction on the voting
form to vote for or against the applicable resolution.
Resolutions
All of the resolutions contained in this Notice of
Meeting must be passed by an ordinary resolution of
shareholders, i.e. by a simple majority of the votes of
those shareholders entitled to vote and voting on the
resolution in person or by proxy.
NZX
This Notice of Meeting has been approved by NZX
Limited (NZX) in accordance with NZX Main Board
Listing Rule 6.1.1. NZX does not take any responsibility
for any statement in this Notice.
Fisher & Paykel Healthcare Corporation Limited6
EXPLANATORY NOTES
EXPLANATORY NOTE 1 –
RE-ELECTION OF DIRECTORS
Under NZX Main Board Listing Rule 3.3.11, and in
accordance with the Company’s constitution, one-third
of the Company’s Directors retire by rotation at the
Annual Shareholders’ Meeting and are eligible for
re-election at that meeting. Those retiring by rotation
are the Directors who have served longest as Directors
since they were elected or last re-elected.
Scott St John, Michael Daniell and Arthur Morris are
the Directors retiring in 2018. Being eligible, both
Scott St John and Michael Daniell offer themselves
for re-election. Arthur Morris has chosen not to seek
re-election and will therefore be retiring from the
Board at the meeting. The Board has commenced
a search for Dr Morris’ replacement.
All directors standing for re-election do so with the
support of the Board. Scott St John is considered
by the Board to be an independent Director. The
Board does not consider Michael Daniell to be an
independent Director given he was previously
employed in an executive capacity by the Company.
Biographical backgrounds of Scott St John and
Michael Daniell are set out below.
Scott St John
Scott is Chancellor of the University of Auckland,
and a director of Mercury NZ Limited, the NEXT
Foundation, Fonterra Cooperative Group Limited
and First NZ Capital Limited. He was Chief Executive
Officer of First NZ Capital from 2002 to March 2017.
Scott is a member of Chartered Accountants Australia
Notice of Annual Shareholders’ Meeting 20187
and New Zealand and a fellow of the Institute of
Finance Professionals New Zealand. He has a Bachelor
of Commerce and a Diploma in Business.
Michael (Mike) Daniell
Mike was Managing Director and Chief Executive
Officer of Fisher & Paykel Healthcare from November
2001 to March 2016. He was General Manager of
Fisher & Paykel’s medical division from 1990 to 2001
and previously held various technical management
and product design roles within the Company. Mike is
a member of the Council of the University of Auckland,
a director of Tait Limited and the Medical Research
Commercialisation Fund, and Chair of the Medical
Technologies Centre of Research Excellence. He has
a Bachelor of Engineering (Hons).
EXPLANATORY NOTE 2 –
AUDITOR’S REMUNERATION
Under section 207T of the Companies Act 1993,
PricewaterhouseCoopers is automatically reappointed
as the auditor of the Company and this resolution
authorises the Board to fix the fees and expenses of
the auditor in accordance with section 207S of the
Companies Act 1993.
Fisher & Paykel Healthcare Corporation Limited8
EXPLANATORY NOTE 3 –
LONG TERM VARIABLE REMUNERATION ISSUED
TO THE MANAGING DIRECTOR AND CHIEF
EXECUTIVE OFFICER
Introduction
The Board believes that the issue of equity-based
long-term variable remuneration instruments (LTVR
Instruments) will provide appropriate alignment of
participating employees to grow the total shareholder
return of the Company. LTVR Instruments also assist
the Company to attract, motivate and retain key
employees in an environment where such employees
are in high demand, both within New Zealand and
internationally. LTVR Instruments will be issued to
employees as a long-term component of remuneration
provided to employees in accordance with the
Company’s remuneration policy.
The Company currently operates the following
long-term variable remuneration arrangements
(the Existing LTVR Plans) under which LTVR
Instruments are issued to selected executives,
managers and employees:
• The Fisher & Paykel Healthcare 2003 Share Option
Plan (the Option Plan), under which options are
issued. Under the Option Plan, options vest and
become exercisable for ordinary shares depending
on share price performance relative to a cost of
capital benchmark.
SHARE RIGHTSOPTIONSLTVR INSTRUMENTS TOTAL
201720182017201820172018
Maximum
Amount
Actual
Amount
Issued
Maximum
Amount
Maximum
Amount
Actual
Amount
Issued
Maximum
Amount
Maximum
Amount
Actual
Amount
Issued
Maximum
Amount
50,00040,59850,000150,000111,364150,000200,000151,962200,000
Notice of Annual Shareholders’ Meeting 20189
• The Fisher & Paykel Healthcare Performance Share
Rights Plan (the Performance Share Rights Plan),
under which performance share rights are issued.
Under the Performance Share Rights Plan,
performance share rights vest and become
exercisable for ordinary shares depending on the
achievement of a designated total shareholder
return hurdle.
Shareholder approval is being sought to issue up
to 50,000 performance share rights under the
Performance Share Rights Plan, and up to 150,000
options under the Option Plan, to Lewis Gradon,
the Managing Director and Chief Executive Officer
of the Company. Mr Gradon’s participation has been
determined by criteria applying to employees generally
under the Existing LTVR Plans. Mr Gradon is the only
Director eligible to participate in new grants under the
Existing LTVR Plans. The Company intends to issue
these LTVR Instruments to Mr Gradon within six months
of the date of the Annual Shareholders’ Meeting.
The below table compares the number of LTVR
Instruments proposed to be issued to Mr Gradon this
year against the total maximum number proposed
last year, as well as the total number of actual LTVR
Instruments issued to Mr Gradon last year.
SHARE RIGHTSOPTIONSLTVR INSTRUMENTS TOTAL
201720182017201820172018
Maximum
Amount
Actual
Amount
Issued
Maximum
Amount
Maximum
Amount
Actual
Amount
Issued
Maximum
Amount
Maximum
Amount
Actual
Amount
Issued
Maximum
Amount
50,00040,59850,000150,000111,364150,000200,000151,962200,000
Fisher & Paykel Healthcare Corporation Limited10
The Company also intends to issue, pursuant to
NZX Main Board Listing Rule 7.3.6, up to 2,100,000
LTVR Instruments in aggregate to selected senior
executives, managers and other employees of the
Company and its subsidiaries. Together with the
maximum number of LTVR Instruments proposed
to be issued to Mr Gradon, the Company therefore
intends to issue no more than a maximum aggregate
of 2,300,000 LTVR Instruments to employees,
including Mr Gradon, following the Annual
Shareholders’ Meeting. This is the same maximum
aggregate number of LTVR Instruments that was
indicated, at the Company’s 2017 Shareholders’
Meeting, would be issued within the six months
following that meeting and equates to the issue of
LTVR Instruments to acquire shares representing
approximately 0.4% of the total ordinary shares
on issue. If all 2,300,000 LTVR Instruments were
exercised for shares then shareholders would be
diluted by this percentage amount. In 2017, the actual
number of LTVR Instruments issued was 1,527,868.
The Existing LTVR Plans have been operated by the
Company for several years and the Board continues
to review the operation of the Existing LTVR Plans and
to consider whether new plans should be adopted to
issue LTVR Instruments of a different nature, or with
different terms and conditions, to those issued under
the Existing LTVR Plans. The additional LTVR
Instruments proposed to be issued to employees may
be issued under the Existing LTVR Plans or any new
plans that may be adopted by the Board. However,
it is the intention that LTVR Instruments will continue
to be issued to the Company’s senior executives and
senior managers under the Existing LTVR Plans.
Information about each Existing LTVR Plan (and
any new plan that may be adopted by the Board),
including copies of the documentation giving effect
to the relevant plan, is (or will be) available for review
on the Company’s website www.fphcare.com/nz/
our-company/investor/governance/long-term-
variable-remuneration-plans. A summary of the key
terms of each Existing LTVR Plan is set out below.
Notice of Annual Shareholders’ Meeting 201811
Key Terms of the Performance Share Rights Plan
The key terms of the Performance Share Rights
Plan are:
• No amount is payable by a participant for the grant
of performance share rights.
• One share right gives the participant the potential
to exercise that performance share right for one
ordinary share in the Company at no cost.
• Whether (and how many) performance share rights
become exercisable will depend on the Company’s
gross total shareholder return (TSR) performance
compared to the performance of the Dow Jones
US Select Medical Equipment Total Return Index
(DJSMQDT) in New Zealand dollars over the same
period (the Index return).
• The Company’s TSR will be calculated and
compared against the Index return at the end of the
following performance periods:
– from the date of the grant of the performance
share rights (the Grant Date) to the third
anniversary of that date (the First Performance
Period);
– from the Grant Date to the fourth anniversary
of that date (the Second Performance Period);
– from the Grant Date to the fifth anniversary of
that date (the Final Performance Period); and
– if a person or group of persons acting in concert
acquires 50% or more of the shares on issue
prior to the fifth anniversary of the Grant Date
(a Change of Control), from the Grant Date
to the date on which that person or group of
persons acquires at least 50% of the shares
on issue (the Takeover Performance Period).
Fisher & Paykel Healthcare Corporation Limited12
• Performance share rights will only become
exercisable if the Company’s TSR over the relevant
performance period exceeds the Index return over
the same period, measured in absolute terms. If
at the end of the relevant performance period the
Company’s TSR performance over that period
exceeds the Index return over the same period by
less than 10%, measured in absolute terms, then
between 50% and 100% of the performance share
rights held by the participant, as determined on
a straight-line basis by the Company, become
exercisable. If the Company’s TSR over that
performance period exceeds the Index return
over the same period by 10% or more, measured
in absolute terms, then all of the performance
share rights will become exercisable as at the
end of the relevant performance period.
• At the end of the First Performance Period, the
Company will advise each participant whether any
of their performance share rights are exercisable
depending on the above methodology and if they
are, the number of performance share rights which
are exercisable. The participant may then choose
to exercise any exercisable performance share
rights or not.
• Exercisable performance share rights may only be
exercised during the 20 business day period from
the date that the participant is notified that the
performance share rights have become exercisable
following the end of the relevant performance
period (the Exercise Period). The Board has
discretion to extend an Exercise Period or set a
new Exercise Period if the Exercise Period would
otherwise fall outside a permitted trading period
under the Company’s securities trading policy. If the
participant chooses not to exercise any exercisable
performance share rights (or no performance share
rights are exercisable because the Company’s TSR
over the performance period has not exceeded the
Index return over the same period), the process is
repeated at the end of the Second Performance
Period and, if necessary, at the end of the Final
Performance Period. The process is also repeated
Notice of Annual Shareholders’ Meeting 201813
if a Change of Control occurs at the end of the
Takeover Performance Period. At the end of the
Exercise Period in respect of the Final Performance
Period, any unexercised performance share rights
and any performance share rights which are not
capable of exercise will lapse.
• Unless otherwise determined by the Board, a
participant’s performance share rights will lapse
on the first to occur of the following events:
– the exercise of any of that participant’s
performance share rights within an Exercise
Period;
– 5.00pm on the last day of the Exercise Period
in respect of the Final Performance Period;
– in the case of performance share rights held
by a participant who ceases to be employed
because of serious illness, accident, permanent
disablement, redundancy, death or after a
person or group of persons acting in concert
acquires 50% or more of the shares on issue, in
each case after the third anniversary of the date
of grant of the performance share rights, the last
date of the Exercise Period in respect of the next
performance period following the date on which
the participant ceases to be employed; and
– in the case of performance share rights held
by a participant who ceases to be employed
because of any other reason, the day on which
that person ceases to be employed.
• Subject to any applicable Listing Rules, the Board
is given discretion to adjust the terms of any
performance share rights to achieve equivalent
treatment as between the participants in the
Performance Share Rights Plan and the
shareholders in the event of a change in the
capital structure of the Company.
• The Company may amend the terms of the
Performance Share Rights Plan, subject to the
consent of any adversely affected participant.
Fisher & Paykel Healthcare Corporation Limited14
• Performance share rights are not transferable,
other than to certain persons associated with an
employee and approved by the Board, and do
not participate in dividends or other distributions
of the Company. Participants are not entitled to
participate in new issues of the underlying securities
(such as a rights issue or bonus issue) prior to
exercising the performance share rights.
• Performance share rights will not be quoted on
either the NZX Main Board or the ASX markets.
So long as the Company remains listed on the NZX
Main Board and/or the ASX markets, it is intended
that the shares issued on exercise of performance
share rights will be quoted on the NZX Main Board
and/or the ASX markets (as applicable).
• Ordinary shares issued or transferred on the
exercise of performance share rights will be fully
paid and rank equally with all other ordinary shares
in the Company except for dividends declared or
payable in respect of any period prior to the issue
of the relevant shares.
Key Terms of the Option Plan
The key terms of the Option Plan are:
• No amount is payable for the grant of options.
• One option gives the participant the right to
subscribe at the exercise price for one ordinary
share in the Company subject to meeting the
following exercise conditions:
– the options granted under the Option Plan to
a participant on a particular grant date may
only be exercised at any time between the
third anniversary of the grant date and the
fifth anniversary of the grant date; and
– the Company’s share price on the NZX Main
Board has, at any time on or after the third
anniversary of the grant date, exceeded the
“Escalated Price” (described below).
• Unless otherwise determined by the Board:
– if the participant ceases employment with
the Company due to serious illness, accident,
permanent disablement, redundancy or after
a person or group of persons acting in concert
Notice of Annual Shareholders’ Meeting 201815
acquires 50% or more of the shares on issue,
the participant will have one month to exercise
all outstanding options;
– in the event of the participant’s death, the
participant’s executor will have three months
to exercise all outstanding options; and
– on termination of employment for any other
reason all outstanding options held by the
participant will expire.
• The exercise price of the options to be granted
under the Option Plan following the Annual
Shareholders’ Meeting will be the volume weighted
average price for a share on the NZX Main Board
for the five business days prior to the grant date
for the options.
• The Escalated Price is determined as follows:
– As at each anniversary of the grant date up
to and including the third anniversary of the
grant date for an option, a “base price” will be
calculated by:
– increasing the last calculated base price
(which as at the first anniversary of the grant
date will be the exercise price of the option)
by a percentage amount determined by the
Board to represent the Company’s cost of
capital; and
– reducing the resulting figure by the amount
of any dividend paid by the Company in the
12 month period immediately preceding
that anniversary.
– The Escalated Price will be the base price
determined as at the third anniversary of the
grant date in accordance with the above.
• Subject to any applicable Listing Rules, the Board
is given discretion to adjust the terms of any
options (including the exercise price) to achieve
equivalent treatment as between the participants
in the Option Plan and the shareholders in the event
of a change in the capital structure of the Company.
• The Company may amend the terms of the Option
Plan, subject to the consent of any adversely
affected participant.
Fisher & Paykel Healthcare Corporation Limited16
• Options are not transferable, other than to certain
persons associated with an employee, and do not
participate in dividends or other distributions of
the Company. Participants are not entitled to
participate in new issues of the underlying
securities (such as a rights issue or bonus issue)
prior to exercising the options.
• Options will not be quoted on either the NZX Main
Board or the ASX markets. So long as the Company
remains listed on the NZX Main Board and/or the
ASX markets it is intended that the shares issued
on exercise of options will be quoted on the NZX
Main Board and/or the ASX markets (as applicable).
• Ordinary shares issued or transferred on the
exercise of options will be fully paid and rank
equally with all other ordinary shares in the
Company except for dividends declared or
payable in respect of any period prior to the
issue of the relevant shares.
• The Cancellation Offer facility approved by
shareholders at the 2004 Annual Shareholders’
Meeting (which allows optionholders to cancel
vested options in consideration for shares of a
value equal to the gain that the optionholders
would receive if they exercised their options)
applies to the options granted under the
Option Plan.
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Lodge your proxy:
Online: vote.linkmarketservices.com/FPH
Scan & Email: meetings@linkmarketservices.com
(Please use “FPH Proxy Form” as the subject for easy
identification).
Mail: Use the enclosed reply paid envelope or
address to:
Link Market Services
PO Box 91976, Auckland 1142, New Zealand.
By hand:
Link Market Services
Level 11, Deloitte Centre
80 Queen Street, Auckland, New Zealand.
By Fax: + 64 9 375 5990
General Enquiries:
+64 9 375 5998 or email:
meetings@linkmarketservices.com.
SCAN THIS QR CODE WITH YOUR
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Fisher & Paykel Healthcare Corporation Limited Annual Meeting Voting Form
The Fisher & Paykel Healthcare Annual Shareholders’ Meeting will be held on Thursday, 23 August 2018 at 2.00pm
(NZST) at the Guineas Ballroom, Ellerslie Event Centre, Auckland, New Zealand.
Shareholders are also able to attend the Annual Shareholders’ Meeting online via the Link Market Services Virtual
Annual Meeting platform at www.virtualmeeting.co.nz/fph18. If you will be attending online, you will require your Holder
Number for verification purposes.
NOTES
Attending the Meeting
1. If you propose to attend the Annual Shareholders’ Meeting in
person please bring this Voting Form to the meeting to assist with
your registration. All shareholders must register with Link Market
Services prior to entering the meeting room. If you wish to vote
using your mobile phone, please download the “LinkVote” App prior
to the meeting on the App Store or Google Play Store. Shareholder
who prefer to vote using a voting card will still be able to do so.
2. If you propose to attend the Annual Shareholders’ Meeting online
via the Link Market Services Virtual Annual Meeting platform, you
will you will require your shareholder number, found on the proxy
form, for verification purposes to enable you to vote online.
Postal Vote
3. If you are entitled to attend and vote at the Annual Shareholders’
Meeting you are entitled to vote by postal vote. The Company
Secretary has been authorised by the Board to receive and count
postal votes at the Annual Meeting.
4. You can cast your postal vote online or by one of the other
methods listed above. If you return your postal vote without
indicating how you wish to vote, or your indication on how to vote
is unclear on any resolution, you will be deemed to have abstained
from voting on that resolution.
5. If you complete the postal vote section and also appoint a proxy
then your postal vote will be cast and your proxy appointment will
not be counted.
6. If this form is returned duly signed by a shareholder with voting
instructions completed, but without indicating that it is a postal
vote or proxy has not been appointed, it will be deemed to be a
postal vote.
Proxy Appointment
7. If you are a shareholder entitled to attend and vote at the Annual
Shareholders’ Meeting you are entitled to appoint a proxy or, in the
case of a corporate shareholder, a representative to attend and
vote instead of you. This Voting Form may be completed online,
mailed, delivered, faxed or scanned and emailed in accordance with
the instructions above.
8. A proxy can be any person of your choice and does not have to be
a shareholder of Fisher & Paykel Healthcare. If you wish you can
appoint the Chairman of the Meeting as your proxy. The Chairman
will vote in accordance with your instructions, or, failing your
instruction, in accordance with the terms set out in note 9 of this
Voting Form.
9. If you tick the box “discretion” on any resolution, you are directing
your proxy or representative to decide how to vote on that resolution
on your behalf. If you tick the “abstain” box on any resolution, you are
directing your proxy or representative not to vote on that resolution.
If you return this Voting Form without a direction as to how to vote
on any resolution, or if you tick more than one box in relation to any
resolution, the vote on that resolution will be treated as “discretion”
and your proxy will exercise his/her discretion as to whether to vote
and, if so, how. The Chairman intends to vote discretionary proxies in
favour of Resolutions 1 to 5.
10. If you return this form without appointing a proxy your Voting Form
will be invalid.
11. If your proxy is a disqualified person for the purpose of the NZX
Main Board Listing Rules in respect of a resolution, neither your
proxy nor any of that proxy’s associated persons may vote any
undirected proxies on that resolution.
12. This Voting Form must be signed by you or your attorney, duly
authorised in writing. In the case of a joint shareholding, this form must
be signed by each of the joint shareholders (or their duly authorised
attorney). In the case of a corporate shareholder, this Voting Form
must be signed by a director or a duly authorised officer acting
under the express or implied authority of the corporate shareholder,
or an attorney duly authorised by the corporate shareholder.
13. If this Voting Form is signed under a power of attorney, a certificate
of non-revocation must be completed and a copy of the power of
attorney provided to Link Market Services Limited, unless it is has
already been noted by the Company or Link Market Services Limited.
General
14. The Company will disregard any votes cast on Resolutions 4 and 5
by Lewis Gradon and any of his associated persons (as defined in
the NZX Market Board Listing Rules).
15. The Company need not disregard a vote cast on Resolutions 4 or 5
if it is cast by a disqualified person as proxy for a person who is
entitled to vote, in accordance with an express direction on the
Voting Form to vote for or against the applicable resolution.
16. If you wish to vote by postal vote or appoint a proxy then please
complete and return this form and the power of attorney or other
authority, if any, under which it is signed, or a copy of that power or
authority certified by a Solicitor, Justice of the Peace or Notary
Public must be lodged with Link Market Services Limited by no later
than 2.00pm, Tuesday 21 August 2018 (NZST), (being 48 hours prior
to the meeting) in accordance with the instructions above.
Go online to vote.linkmarketservices.com/FPH to cast your vote
or appoint your proxy, or turn over to complete the form.
For your vote or proxy to be effective it must be lodged with Link Market Services by no later than 2.00pm,
Tuesday 21 August 2018 (NZST).
Section 2:
Voting instructions
This form is to be used to vote as follows on the following resolutions: Tick (
ü
) in box to record your vote
BusinessForAgainstAbstainDiscretion
1.To re-elect Scott St John as a Director.
2.To re-elect Michael Daniell as a Director.
3.To authorise the Directors to fix the fees and expenses of the Company’s auditor.
4.To approve the issue of performance share rights to Lewis Gradon as set out in
the Notice of Annual Shareholders’ Meeting 2018.
5.To approve the issue of options to Lewis Gradon as set out in the Notice of
Annual Shareholders’ Meeting 2018.
The resolutions above are stated in brief. Please refer to the Notice of Annual Shareholders’ Meeting 2018 for the full text of the
resolutions and the explanatory notes.
Section 1:
Choose to vote by postal vote or appoint a proxy to vote on your behalf
Postal Voting
I wish to vote by postal vote (please tick the box). My voting intention is indicated in the resolution section below.
Appoint a Proxy to vote on your behalf
I/We being a shareholder(s) of
Fisher & Paykel Healthcare Corporation Limited hereby appoint: at:
(full name of proxy) (email)
Or failing that person: at:
(full name of proxy) (email)
as my/our proxy to vote for me/us on my/our behalf at the Annual Shareholders’ Meeting of Fisher & Paykel Healthcare
Corporation Limited to be held at 2:00pm on Thursday, 23 August 2018 (NZST), or at any adjournment of that meeting.
If you wish, you may appoint the Chairman of the Meeting as your proxy by entering “Chairman of the Meeting” in the box above.
Sign:
Signature of Security Holder(s). This section must be completed.
Contact details Signed this 2018
(Daytime phone number) (Date)
Signature/s
(All shareholders must sign)
If you would like to receive your shareholder communications electronically going forward, please email operations@linkmarketservices.co.nz.
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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