Notice of Annual Meeting 2018
Notice of
Annual Meeting
2018
Dear Shareholder
Contact Energy Limited (“Contact”)
invites you to join us at our Annual
Meeting of Shareholders at:
Intercontinental Hotel, 2 Grey
Street, Wellington
or online at
www.virtualmeeting.co.nz/cen18
Wednesday 14 November 2018,
commencing at 10am
A. Chairman’s address
B. Chief Executive’s address
C. Resolutions
To consider and, if thought fit, to pass the following ordinary
resolutions:
Resolution 1 – Re-election of Whaimutu Dewes
That Whaimutu Dewes be re-elected as a director of Contact.
Resolution 2 – Election of Dame Therese Walsh
That Dame Therese Walsh be elected as a director of Contact.
Resolution 3 – Election of David Smol
That David Smol be elected as a director of Contact.
Resolution 4 – Election of Jon Macdonald
That Jon Macdonald be elected as a director of Contact.
Resolution 5 – Auditor
That the directors be authorised to fix the fees and expenses
of the auditor.
D. Other Business and Shareholder Questions
To consider any other matter raised by a shareholder at
the meeting.
Business
Rob McDonald
Chairman
17 October 2018
On behalf of the Board of Directors
Resolution 1
Re-election of Whaimutu Dewes
Contact’s constitution requires that one third of the directors
(or the number nearest to one third) must retire by rotation at
the annual shareholder meeting each year, but are eligible for
re-election
1
. Those required to retire are those who have
been longest in office since they were last elected.
Accordingly, Whaimutu Dewes is retiring by rotation at the
meeting and is seeking re-election.
Resolutions 2, 3 and 4
Election of Dame Therese Walsh, David Smol and
Jon Macdonald.
Contact’s constitution requires that any directors appointed
by the Board during the year must not hold office past the
next annual shareholder meeting, but are eligible for election
at that meeting. Accordingly, Dame Therese Walsh, David
Smol and Jon Macdonald, being directors appointed by the
Board during the year, are seeking election at the annual
shareholder meeting.
The Board unanimously recommends that shareholders vote
in favour of the re-election of Whaimutu Dewes and the
election of Dame Therese Walsh, David Smol and Jon
Macdonald. Each of the directors seeking election or
re-election is considered by the Board to be an independent
director.
Resolution 5
Auditor’s fees
KPMG is automatically reappointed as auditor under section
207T of the Companies Act 1993 (the “Act”). The proposed
resolution is to authorise the Board, under section 207S of
the Act, to fix the fees and expenses of the auditor.
Explanatory
Notes
1. Dame Therese Walsh, David Smol and Jon Macdonald, as directors
appointed by the Board during the year, are excluded from the “number
nearest to one third” calculation. Accordingly, the number of directors
required to retire by rotation at the annual meeting this year is one.
Whaimutu Dewes
Independent Non-Executive
Director
Term of office
First appointed 22 February
2010, last re-elected 2016 annual
meeting.
Board committees
Chairman of the Health, Safety
and Environment Committee and member of the Audit
Committee
Whaimutu is of Ngati Porou and Ngati Rangitihi descent and
lives in Gisborne. He is the chairman of Aotearoa Fisheries
Limited and Sealord Group Limited. His former directorships
include the Treasury Board, Housing New Zealand Board,
Television New Zealand Limited and the AMP New Zealand
Advisory Board. Whaimutu has also held senior management
roles at Fletcher Challenge and the Department of Maori
Affairs. Whaimutu has a Master’s degree in public
administration and degrees in arts and law.
Dame Therese Walsh
Independent Non-Executive
Director
Term of office
First appointed 1 September 2018
Board committees
Chairman of the Audit
Committee
and member of the People Committee
Dame Therese is Chairman of TVNZ, and a Director of Air NZ
and ASB Bank. She is also a Board member of Antarctica NZ, a
Trustee of Wellington Regional Stadium, and Pro-Chancellor of
Victoria University. Previously she was the Head of New
Zealand for the ICC Cricket World Cup 2015, and the Chief
Operating Officer for Rugby New Zealand 2011 Limited. Dame
Therese is a Fellow of the Institute of Chartered Accountants.
In 2013, she was named the inaugural supreme winner of the
Women of Influence Awards and was awarded a Sir Peter Blake
Trust Leadership Award in 2014. She became a Dame
Companion of the New Zealand Order of Merit in June 2015.
David Smol
Independent Non-Executive
Director
Term of office
First appointed 1 October 2018
Board committees
Member of the Health, Safety
and Environment Committee
David has over thirty five years’ experience, including in the
energy sector in the UK and New Zealand, for Conoco UK
Limited, Electricity Corporation and ILEX Energy Consulting.
He was part of the Contact Energy establishment team in
1995-1996 and a member of the team that developed the rules
for the New Zealand electricity market. In 2008 David was
appointed as chief executive of Ministry of Economic
Development and, from 2012-2017 was the inaugural chief
executive of the Ministry of Business, Innovation and
Employment (MBIE), following the merger of four government
departments. David has an M-Phil in economics from
Cambridge University and was made a Companion of the
Queen’s Service Order in 2018.
Jon Macdonald
Independent Non-Executive
Director
Term of office
Appointment effective
1 November 2018
Board committees
To be determined
Jon has spent the last 15 years at Trade Me Group, and has
been the CEO there for the last decade. In June 2018, Jon
announced an intention to step away from the business at the
end of the year. Prior to joining Trade Me, Jon worked in London
for HSBC Investment Bank in a variety of technical and
management positions, and has worked for Deloitte Consulting
with a focus on telecommunications and financial services. Jon
is also director of NZX, and also serves on the Remuneration,
Conflicts and Regulatory Governance Committees. Jon has a
background in engineering and technology. He has a Bachelor
of Engineering (Hons) from the University of Canterbury.
Voting
Voting entitlements for the meeting will be determined at 5pm
on Monday 12 November 2018 based on registered
shareholdings at that time. Voting on all resolutions put before
the meeting will be by poll. Each resolution is to be considered
as a separate ordinary resolution.
Proxies and Corporate Representatives
Shareholders entitled to attend and vote at the meeting may
appoint a proxy to attend and vote on their behalf. A proxy
need not be a shareholder of Contact. Any corporation that is
a shareholder of Contact may appoint a person as its
representative to attend the meeting and vote on its behalf in
the same manner as that in which it could appoint a proxy.
Proxy appointment
A proxy form accompanies this notice of meeting. Proxy forms
must be received at the office of Contact’s share registry, Link
Market Services, by 10am on Monday 12 November 2018. Any
proxy form received after that time will not be valid for the meeting.
You can lodge your proxy online by going to
vote.linkmarketservices.com/CEN or by scanning the QR
code on the proxy form with your smartphone.
If you complete the proxy form in full but do not name a
person as your proxy or your proxy does not attend the
meeting, the Chairman of the Meeting will act as your proxy
and vote in accordance with your express direction.
Virtual annual meeting
Shareholders and proxy holders entitled to attend and vote at
the meeting will be able to attend the meeting in person, or
participate in the meeting virtually via an online platform
provided by Contact’s share registrar, Link Market Services at
www.virtualmeeting.co.nz/cen18.
Shareholders attending and participating in the meeting
virtually via the online platform will be able to vote and ask
questions during the meeting. More information regarding
virtual attendance at the meeting is available at
www.linkissuers.co.nz/virtualmeetings.
Procedural
Notes
Key Dates
Monday
12 November
10am
Wednesday
14 November
10am
Latest time
for receipt of
proxy forms
Annual
meeting of
shareholders
Venue
Location
Virtual annual meeting
Attend the meeting online at
www.virtualmeeting.co.nz/cen18
Intercontinental Hotel, 2 Grey Street, Wellington on
Wednesday 14 November 2018, commencing at 10am.
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Featherston StreetCustomhouse Quay
Grey Street
---
Contact Energy Limited
SAMPLE ONLY
LODGE YOUR PROXY
ONLINE:
vote.linkmarketservices.com/CEN
FAX:
+64 9 375 5990
SCAN & EMAIL:
meetings@linkmarketservices.com
(Please use “Contact Proxy Form” as the subject for easy identification)
MAIL:
Use the enclosed envelope
or address to:
Link Market Services Limited
PO Box 91976
Victoria Street West
Auckland 1142
New Zealand
DELIVER:
Link Market Services Limited
Level 11, Deloitte Centre,
80 Queen Street,
Auckland 1010
Scan this QR code with your
smartphone and lodge your
proxy online
GENERAL ENQUIRIES
+64 9 375 5998 | enquiries@linkmarketservices.com
The Annual Meeting of Shareholders of Contact Energy Limited
(“Contact”) will be held on Wednesday 14 November 2018 at 10am at
the Intercontinental Hotel, 2 Grey Street, Wellington, New Zealand.
ATTENDING THE MEETING
1. If you plan to attend the annual meeting, please bring this
Admission Card / Proxy Form intact as the barcode will assist in
your registration.
PROXY APPOINTMENT
2. If you do not plan to attend the annual meeting and wish to
be represented by proxy or wish to appoint a corporate
representative, please complete and return this Proxy Form
(in accordance with the lodgment instructions above) to
Contact’s share registry, Link Market Services, or lodge your
proxy online at vote.linkmarketservices.com/CEN by no
later than 10am on Monday 12 November 2018.
3. Any corporation that is a shareholder of Contact may appoint
a person as its representative to attend the annual meeting and
vote on its behalf, in the same manner as that in which it could
appoint a proxy.
4. If you appoint a proxy you must either direct the proxy how to vote
by ticking the “For”, “Against” or “Abstain” box in respect of each
resolution OR by ticking the “Proxy Discretion” box in respect
of each resolution. A shareholder can direct the proxy holder
in respect of one or more resolutions and give the proxy holder
discretion in respect of other resolutions. If a shareholder does not
tick any boxes in respect of a resolution then the vote will be invalid.
5. The Chairman of the Meeting or any Director is willing to act as
proxy for any shareholder who appoints him/her for that purpose.
If you tick the “Proxy Discretion” box for a particular resolution,
your proxy will decide how to vote that resolution. However, if your
proxy is precluded from voting (for example, because he or
she has an interest in the outcome of the resolution), then they
will not be able to vote on the resolution on your behalf.
The Chairman and Directors intend to vote all discretionary
proxies in favour of resolutions 1 to 5, except that the Directors
standing for election will abstain from voting discretionary proxies
in respect of their own appointment.
6. If you complete the proxy form in full but do not name a person
as your proxy or your proxy does not attend the meeting, the
Chairman of the Meeting will act as your proxy and vote in
accordance with your express direction.
SIGNING INSTRUCTIONS FOR PROXY FORM
7. This Proxy Form must be signed by the shareholder or his/her/its
attorney duly authorised in writing.
8. If you are joint holders of shares, each of you must sign this
Proxy Form.
9. If the shareholder is a company, this Proxy Form must be
signed on behalf of the company by a person acting under the
company’s express or implied authority.
10. If this Proxy Form has been signed under a power of attorney
(“POA”), a copy of the POA (unless already noted by Contact or
its registry) and a signed certificate of non-revocation of the POA
must be produced to Contact with this form.
11. If you have any questions about appointing your proxy, please
call Link Market Services Investor Helpline between 8.30am
and 5.00pm (New Zealand time) on + 64 9 375 5998 or email
meetings@linkmarketservices.com
ADMISSION CARD / PROXY FORM
FOR CONTACT’S 2018 ANNUAL MEETING
Holder Number:
Go online to vote.linkmarketservices.com/CEN to lodge your
proxy or please TURN OVER to complete the Proxy Form.
PROXY / CORPORATE REPRESENTATIVE APPOINTMENT
STEP 1: APPOINT A PROXY*
STEP 2: RESOLUTIONS – PROXY VOTING INSTRUCTIONS Please tick (P) in box to record your vote
FORAGAINSTABSTAIN
PROXY
DISCRETION
1.That Whaimutu Dewes be re-elected as a director of Contact.
2.That Dame Therese Walsh be elected as a director of Contact.
3.That David Smol be elected as a director of Contact.
4.That Jon Macdonald be elected as a director of Contact.
5.That the directors be authorised to fix the fees and expenses of the auditor.
PLEASE NOTE: For each resolution you must tick (P) one box. If you tick the “Abstain” box for a particular resolution, you are
directing your proxy NOT to vote on that resolution. Your vote will not be counted when calculating the majority for that resolution.
If you tick the “Proxy Discretion” box for a particular resolution, you are directing your proxy to decide how to vote on that resolution.
STEP 3: SIGNATURE OF SHAREHOLDER(S)
Shareholder 1 Shareholder 2Shareholder 3
Or a duly authorised officer or attorneyOr a duly authorised officer or attorneyOr a duly authorised officer or attorney
Day time telephone:signed this day of 2018
ELECTRONIC INVESTOR COMMUNICATIONS
If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor communications by email please provide
your email address below:
I/We being a shareholder(s) of Contact Energy Limited (“Contact”)
and entitled to attend and vote hereby appoint:Or failing him/her:
(FULL NAME)(FULL NAME)
(POSTAL ADDRESS)(POSTAL ADDRESS)
(EMAIL)(EMAIL)
as my/our proxy to vote for me/us on my/our behalf at the annual meeting of shareholders of Contact to be held at 10am on Wednesday
14 November 2018, and at any adjournment of that annual meeting, and to vote as my/our proxy thinks fit on any resolutions to amend
any of the resolutions, or any resolution so amended and on any other resolution proposed at the annual meeting (or any adjournment
thereof) so as to give effect to my/our intention as set out below where possible. In the event I/we have not expressed any intention or the
intention is unclear (in my/our proxy’s sole opinion) my/our direction is to abstain. A proxy need not be a shareholder of Contact. If you
wish, you may appoint as your proxy ‘The Chairman of the Meeting’.
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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