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:
Scenic Hotel Marlborough
65 Alfred Street
Blenheim 7201
in the Marlborough Room
Tuesday 6 November 2018 at 2:00 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 2:00pm (New
Zealand time) on Sunday 4 November 2018.
NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
2018
RESOLUTIONS
01
That the Board is authorised to fix the auditor’s
remuneration for the coming year.
To consider, and if thought fit, 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 John Ryder be re-elected
as a Director.
03
Having retired by rotation, that Thomas Song be re-
elected as a Director.
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
9th October 2018
ITEMS OF BUSINESS
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 fixed 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 fixed 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 office 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 office 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. The Board
has resolved that John Ryder and Thomas Song will retire at the
Annual Meeting. John and Thomas, each being eligible, offer
themselves for re-election and the Board unanimously supports
the re-election of John and Thomas.
John Ryder
INDEPENDENT CHAIRMAN
Term of Office: Appointed Director on 1 September 2009,
re-appointed Director on 21 September 2016
Board Committees: as Chairman of the Board, is invited to
attend all committees
MCom (Hons), CA, CMA
John became a director of New Zealand King Salmon in 2009.
John is an active investor and company director, and his
current roles include Executive Chairman of Alpine Retirement
Group Limited and Independent Chairman of Direct Capital V
Management. John was the co-founder of NZX listed Ryman
Healthcare Limited (where he was co-Managing Director) and
was a director of NZX listed Michael Hill International Limited.
He was involved in the initial public offering of both of these
companies. John is a Chartered Accountant. The Board has
determined that John is an independent director.
Thomas Song
NON-EXECUTIVE DIRECTOR
Term of Office: Appointed Director on 7 August 2008,
re-appointed Director on 21 September 2016
Board Committees: Member of the Health, Safety
& Risk Committee
FCCA
Thomas has been a director of New Zealand King Salmon since
2008. Thomas is Managing Director of major New Zealand
King Salmon shareholder Oregon Group. In this role Thomas is
also the chairman of Neil Corporation Limited and Winstone
Pulp International Limited. Thomas is a fellow member of the
Association of Chartered Certified Accountants (UK). Thomas
is a nominated appointee for major New Zealand King Salmon
shareholder Oregon Group and the Board has determined that
he is not an independent director.
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 2:00pm on Sunday 4 November 2018.
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 2:00pm on Sunday 4 November 2018.
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. 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.
ELIGIBILITY TO VOTE
Any shareholder whose name is recorded in the NZKS share
register at 5pm on Friday 2 November 2018 is entitled to
attend the Annual Meeting and vote either in person or by
proxy (subject to the time limits for returning Voting Forms).
ATTENDANCE & VOTING
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
RSVP AND QUESTIONS IN
ADVANCE OF THE MEETING
Please fill out and return the RSVP form by 2 November
2018 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 offering 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 financial 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.
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.
---
Turn over to complete the form to vote
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.
Attendance and voting
Voting on all resolutions put before the meeting shall be by way of poll.
Securityholder 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 securityholder 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. 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.
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: 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.
Proxy/Voting Form
Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy or vote to be effective it must be received by 2:00pm (New Zealand time) on Sunday 4 November 2018.
Lodge your postal vote or proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119 Auckland 1142 New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
New Zealand King Salmon Investments Limited
ATTENDANCE SLIP
Annual General Meeting of New Zealand King Salmon
Investments Limited to be held in the Marlborough Room,
Scenic Hotel Marlborough, 65 Alfred Street, Blenheim 7201
on Tuesday 6 November 2018 at 2:00 pm
Signature of Securityholder(s) This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
SecurityholderSecurityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Appointment of Proxy
STEP 2
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.
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.
Ordinary Business
Item 1
That the Board is authorised to fix the auditor’s remuneration for the coming year.
Item 2 Having retired by rotation, that John Ryder be re-elected as a Director.
Item 3
Having retired by rotation, that Thomas Song be re-elected as a Director.
Proxy
Discretion
For
Against
Abstain
Voting Instructions/Voting Paper
STEP 1
hereby appointof
or failing him/herof
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 Marlborough Room, Scenic Hotel Marlborough, 65 Alfred Street, Blenheim 7201 on Tuesday 6 November 2018
at 2:00 pm and at any adjournment of that 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.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- SML — Synlait Milk Limited: Notice of 2018 Annual Meeting of Shareholders2018-10-29
“Dear Shareholder, As an important part of our Synlait investor group, we hope you can attend our upcoming Annual Meeting. The 2018 Annual Meeting of Shareholders of Synlait Milk Limited will be held on Wednesday 28 November 2018 from 1:00pm at Tait Technology Centre, 245 Wo…”
- SKL — Skellerup Holdings Limited: Notice of Annual Meeting2018-08-28
“Notice is hereby given that the Annual Meeting of Shareholders of Skellerup Holdings Limited (the Company) will be held in the South Stand at Eden Park, Reimers Avenue, Auckland on Wednesday, 24 October 2018 at 2.30pm. Business A. Chair’s Address B. Chief Executive Officer’s…”
- SDL — Solution Dynamics Limited: Notice of meeting – SDL Annual Meeting 20182018-09-21
“Notice is hereby given that the Annual Meeting of Solution Dynamics Limited is to be held at the Company’s offices, 18 Canaveral Drive, Albany, Auckland on Wednesday 24 October 2018 commencing at 10.30am. Business The business of the meeting is: • Chairman’s address. • To receiv…”