TIL Logistics Group Annual Meeting

NOTICE OF
2019 ANNUAL
MEETING OF
SHAREHOLDERS
Notice is hereby given that the 2019 Annual Meeting
of Shareholders of TIL Logistics Group Limited
(the “Company” or “TIL Logistics”) will be held in
the Waitangi Room - Novotel New Plymouth Hobson
Cnr Hobson & Leach Streets, New Plymouth 4310,
New Zealand on Wednesday 23 October 2019,
commencing at 4.00pm.
Dear Shareholder
I am pleased to invite you to the TIL Logistics
Group Annual Shareholders’ Meeting in New
Plymouth on 23 October 2019.
The Meeting will be an opportunity for you to
hear from TIL Logistics’ CEO, Alan Pearson,
and myself about the company’s progress over
the last year and our plans for the future.
It is 150 years since the first delivery was made
by Hookers’ oxen and dray in 1869. While our
delivery modes may have advanced, our DNA
is still to serve and to do so to the best of our
ability. We have achieved a lot over the past
years and we will no doubt achieve a lot more
over the next century.
Today we serve our customers with an end to
end supply chain offering a range of services
and utilising modern technologies. Our goal is
to run our company in a way that offers value,
not just to our customers but to our staff,
investors and all those involved in the supply
chain.
We look welcoming you to the Meeting and
updating you on our vison and strategy for the
future. ¢
Trevor D Janes
Chairman

1. CHAIRMAN AND MANAGEMENT PRESENTATIONS
2. SHAREHOLDER DISCUSSION
3. RESOLUTIONS
To consider and, if thought fit, pass the following ordinary resolutions:
RESOLUTION 1
AUDITOR’S REMUNERATION
That the Directors be authorised to fix the fees and expenses of
PricewaterhouseCoopers as the Company’s auditor.
RESOLUTION 2
ELECTION OF DIRECTOR
That Peter Dryden be elected as a Director of the Company.
RESOLUTION 3
RE-ELECTION OF DIRECTOR
That Lorraine Witten, who retires as a Director and, being
eligible, offers herself for re-election by shareholders, be re-
elected as a Director of the Company.
To consider and, if thought fit, pass the following special resolution:
RESOLUTION 4
AMENDMENT OF THE COMPANY’S CONSTITUTION
That the existing constitution of the Company is revoked,
and the constitution tabled at the meeting, and referred to in
the explanatory notes, is adopted as the constitution of the
Company, with effect from the close of the Annual Meeting.
Further information relating to the resolutions is set out in the Explanatory Notes
to this Notice of Meeting.
4. OTHER BUSINESS
The Board of TIL Logistics invites attendees to join them for light refreshments
at the end of the Meeting.
By Order of the Board of Directors
Lee Banks
Authorised Officer
24 September 2019
RESOLUTION 1: FIX THE REMUNERATION OF THE
AUDITOR
Pursuant to section 207T of the Companies Act 1993,
PricewaterhouseCoopers is automatically reappointed
as auditor of the Company at the Annual Meeting. This
resolution authorises the Board to fix the fees and
expenses of PricewaterhouseCoopers as the Company’s
auditor in accordance with section 207S of the Companies
Act 1993.
RESOLUTION 2: ELECTION OF PETER DRYDEN AS A
DIRECTOR
As a result of an evaluation of the Board skills matrix and
to enable succession planning, the Board has nominated
Peter Dryden as a Director of the company. As such, Peter
is standing for election by shareholders at today’s meeting.
The Board has determined that, if elected, Peter will be
an Independent Director and unanimously supports his
election.
Peter is a professional company director and advisor,
based in Taranaki. He currently sits on the Boards of
several private and public companies including as Chair
of Port Taranaki. Peter has worked in leadership positions
across Asia, Australia and New Zealand, and has a strong
background in the development and implementation
of growth strategies and change management. He has
extensive executive experience and was Managing Director,
Australia and New Zealand, for DowAgroSciences for nine
years until May 2016.
RESOLUTION 3: RE-ELECTION OF LORRAINE WITTEN
AS A DIRECTOR
In accordance with NZX Listing Rule 2.7.1, a director must
not hold office (without re-election) past the third annual
meeting following the director’s appointment or three
years, whichever is longer. TIL Logistics currently has four
directors, all of whom were elected by shareholders at the
2018 Annual Shareholder’s Meeting and who will be due for
re-election in 2021. To facilitate a more orderly re-election
process, the Board has determined that one director will
stand for re-election this year.
Therefore, Lorraine Witten retires and stands for re-
election by shareholders. The Board has determined that
Lorraine is an Independent Director and unanimously
supports her election.
Lorraine is an experienced executive and entrepreneur
with extensive commercial experience in high growth and
high change environments. Her skills are in technology,
ICT, construction, services and network economics, where
she has 30 years’ experience in senior management and
finance roles.
Lorraine has 20 years of governance experience and is a
Fellow of the Institute of Directors. She currently sits on
the board of a number of private and public companies
including Horizon Energy Group and Rakon. She is Chair
of the Audit & Risk committee for the Department of
Corrections.
The Board unanimously recommends that shareholders
vote in favour of Resolutions 1, 2 and 3.
RESOLUTION 4: AMENDMENT OF THE COMPANY’S
CONSTITUTION
On 1 January 2019, NZX introduced new listing rules (the
“New Rules”). The Company elected to transition to the
New Rules on 16 May 2019.
To comply with the New Rules, the Company needs to
amend its constitution. An amended constitution has
been prepared. As well as ensuring compliance with the
New Rules, amendments have been made to update the
constitution for changes since it was adopted. A copy,
marked to show the changes from the existing constitution,
is available on the Company website at https://www.til.kiwi/
investor-area/shareholder-meetings and at the Company’s
registered office at 330 Devon St East, New Plymouth 4312,
New Zealand.
A summary of the significant changes is set out below.
Reference to clause numbers below are references to
clause numbers in the constitution as proposed to be
amended.
Director Rotation: The Listing Rules requiring regular
retirement and re-election of directors have been changed
as follows:
 Under the Previous Rules, one third of the directors, or
the number nearest one third, were required to retire at
the annual meeting in each year, and were eligible for
re-election. The directors to retire were those who had
been longest in office.
 Under the New Rules, a director may not hold office,
without being re-elected, past the third annual meeting
after his or her appointment or re-election, or for three
years, whichever is the longer.
 The Previous Rules provided that executive directors
were not required to retire by rotation. That exception
has been removed. The requirement that the terms of
appointment of an executive director not exceed five
years has also been removed.
The constitution has been amended to reflect these
changes made by the New Rules (see clauses 25.6 and 27).
Voting at Meetings: The New Rules require that all voting
at shareholders’ meetings must be conducted by way of a
poll. A provision has been added to the constitution that
the chairperson of a shareholders’ meeting will always
require a poll to be conducted (clause 22.2).
Other Changes: In addition to changing the Company’s
name, changes to the definitions in the constitution, and
various other less significant wording changes, have been
made to reflect the provisions of the New Rules, and also
Schedule 1 of the Companies Act 1993.
Under the Companies Act 1993, the proposed amendments
must be approved by a special resolution of shareholders.
As the amendments to the constitution do not impose
or remove a restriction on the activities of the Company
or affect the rights attaching to shares, the shareholder
minority buy-out rights under the Companies Act 1993 do
not apply.
The Company’s solicitors, Harmos Horton Lusk Limited,
have provided an opinion to NZX that they consider that
the constitution after the proposed amendments will
comply with the Listing Rules.
The Board unanimously recommends that shareholders
vote in favour of the amendments to the Company’s
constitution.
EXPLANATORY NOTES
AGENDA

ENTITLEMENT TO VOTE
The only persons entitled to vote at the Annual Meeting
are registered shareholders of the company at 4.00pm on
21 October 2019 and only the shares registered in those
shareholders’ names at the time may be voted at the
Meeting in person or by proxy.
PROXIES AND CORPORATE REPRESENTATIVES
Any shareholder who is entitled to vote at the Annual
Meeting may appoint a proxy (or in the case of a
corporate shareholder, a representative) to attend and
vote on their behalf. A proxy does not have to be a
shareholder in the Company. A shareholder may appoint
the Chairman of the Meeting, or another person, to act as
proxy.
A shareholder wishing to appoint a proxy can do so by:
 completing the accompanying Proxy/Voting Form
and returning it by mail or fax to Link Market Services
Limited; or
 appointing a proxy online at https://investorcentre.
linkmarketservices.co.nz/voting/TLL in accordance
with the instructions set out in the accompanying
Proxy/Voting Form,
so as to ensure it is received by 4.00pm on Monday 21
October 2019 (being 48 hours before the time for holding
the Annual Meeting).
If you appoint a proxy, you may either direct your proxy
how to vote for you or you may give your proxy discretion
to vote as s/he sees fit. If you wish to give your proxy
discretion, you must mark the appropriate boxes to grant
your proxy that discretion. If you return this form without
directing the proxy how to vote on any particular matter,
the proxy may vote as he/she thinks fit or abstain from
voting.
If, in appointing a proxy, you do not name a person as
your proxy (either online or on the Proxy/Voting Form
that is lodged with Link Market Services Limited) or your
named proxy does not attend the meeting, the Chairman
of the meeting will be your proxy and may only vote in
accordance with your express direction.
Please see the Proxy/Voting Form for further details and
instructions.
RESOLUTIONS
Resolutions 1 to 3 are Ordinary Resolutions and require
approval by a simple majority (greater than 50%) of the
votes of those shareholders entitled to vote and voting
on the resolution. Resolution 4 is a Special Resolution and
therefore requires approval by 75% of the votes of those
shareholders entitled to vote and voting on the resolution.
QUESTIONS
The Company offers a facility for shareholders to
submit questions to the Board in advance of the Annual
Meeting. Questions should be relevant to matters at
the Annual Meeting, including matters arising from the
financial statements, general questions regarding the
performance of the Company, and questions which relate
to the resolutions. The Company has the discretion as to
which of these questions will be addressed at the Annual
Meeting.
If you cannot attend the Annual Meeting but would like
to ask a question, you can submit a question online by
going to https://investorcentre.linkmarketservices.co.nz/
voting/TLL and completing the online validation process
or complete the question section on the accompanying
Proxy Form. Questions will need to be submitted by
4.00pm on Monday 21 October 2019.
PRESENTATIONS
The Chairman and Management presentations from the
2019 Annual Meeting will be released to the NZX and
published on the Company website at the link set out
below. A summary of the proceedings will be available
as soon as practicable following the close of the Annual
Meeting on the Company website at www.til.kiwi/investor-
centre-menu/shareholder-meetings.html.
SHAREHOLDER REPORTS
A copy of TIL Logistics Group’s latest Shareholder
Reports are publicly available, and copies of our future
Shareholder Reports (including for the current accounting
period) will be available, on our website at www.til.kiwi/
investor-centre-menu/shareholder-reports.html.
You may, at any time, request a free copy of the most
recent and future Annual and Interim Reports. If you wish
to request a free copy, please update your communication
preferences by visiting the Link Investor Centre at
https://investorcentre.linkmarketservices.co.nz.
Alternatively, your request can be emailed to
operations@linkmarketservices.co.nz (Please use “TIL
Logistics Group Report” as the subject line for easy
identification) or by contacting Link using the phone or
fax details set out in the accompanying Proxy/Voting
Form.
PROCEDURAL NOTES