Notice of Annual Shareholders’ Meeting
NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
2019
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:
The Lounge at Wither Hills Winery
211 New Renwick Road, Burleigh
Blenheim, Marlborough, 7272
Tuesday 5 November 2019 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 Voting Form in
accordance with the instructions on the back so
that it reaches Computershare by 2:00pm
(New Zealand time) on Sunday
3 November 2019.
Please refer to the Attendance and Voting notes
accompanying this Notice of Meeting for further
information on voting at the meeting.
ORDINARY RESOLUTIONS
SPECIAL RESOLUTION
01
That the Board is authorised to fix the auditor’s remuneration
for the coming year.
06
That, effective from the close of the Annual Meeting, the
constitution of NZKS be amended in the form and manner
described in the Explanatory Notes.
To consider, and if thought fit, to pass the following ordinary resolutions:
To consider, and if thought fit, to pass the following special resolution:
A .
CHAIRMAN’S
ADDRESS
B.
MANAGING
DIRECTOR’S
ADDRESS
C.
ORDINARY
RESOLUTIONS
D.
SPECIAL
RESOLUTION
E.
GENERAL
BUSINESS
02
Having been appointed during the year by the Board and holding
office only until the Annual Meeting, that Tomakin Lai (Po Sing Lai)
be elected as Director.
03
Having been appointed during the year by the Board and holding
office only until the Annual Meeting, that Chiong Yong Tiong be
elected as a Director.
04
Having retired in accordance with NZX Listing Rule 2.7.1,
that Grant Rosewarne be elected as a Director.
05
That the maximum total pool of Director’s remuneration payable
by NZKS to Directors (in their capacity as Directors) be increased
by $55,000 per annum from $465,000 per annum to $520,000 per
annum with immediate effect, with such sum to be divided amongst
the Directors as the Board may from time to time determine.
Further information relating to the ordinary resolutions and the
special resolution is set out in the Explanatory Notes accompanying
this Notice of Meeting. Please read and consider these resolutions
together with the notes.
By order of the Board.
John Ryder
Chairman
4th October 2019
ITEMS OF BUSINESS
EXPLANATORY NOTES
THESE NOTES FORM PART OF THE NOTICE OF ANNUAL MEETING
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.
A special resolution is a resolution approved by 75% or more
of votes of those shareholders entitled to vote and voting on
the resolution.
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:
ELECTION OF DIRECTORS APPOINTED SINCE
THE LAST ANNUAL MEETING
Tomakin Lai and Chiong Yong Tiong were appointed as
Directors of NZKS by the Board on 1 May 2019 and 19 June 2019
(respectively). Under NZX Listing Rule 2.7.1, each of Tomakin
Lai and Chiong Yong Tiong must retire from office at the 2019
Annual Meeting. Being eligible, they offer themselves for election.
The Board unanimously supports the election of Tomakin Lai and
Chiong Yong Tiong.
Tomakin Lai
NON-EXECUTIVE INDEPENDENT DIRECTOR
Tomakin Lai became a director of NZKS in May 2019. Mr Lai is
a director of China Resources Ng Fung Limited, which holds
a 9.96% shareholding in NZ King Salmon. He is also the Vice
President, Chief Financial Officer and Company Secretary of
China Resources Enterprise Limited. He is the Executive Director,
the Chief Financial Officer and the Company Secretary of China
Resources Beer (Holdings) Company Limited, which is listed on
the Hong Kong stock exchange. He is a non-executive director of
Scales Corporation Limited, which is listed on the NZX.
Chiong Yong Tiong
NON-EXECUTIVE NON-INDEPENDENT DIRECTOR
Chiong Yong Tiong became a director of NZKS in June 2019.
Mr Tiong is a director of Oregon Group Limited, which holds
a 40.14% shareholding in NZ King Salmon. He has extensive
experience in timber industries and property development
companies. He is Managing Director of Timbergrow Limited and
Maraetai Land Development Limited. Yong is also a director
of property development company Neil Corporation Limited
and is on the board of Saint Kentigern School in Auckland. He
also holds a Masters in Finance and Economics from Monash
University, Melbourne.
EXPLANATORY NOTES
THESE NOTES FORM PART OF THE NOTICE OF ANNUAL MEETING
ORDINARY RESOLUTION 4:
ELECTION OF DIRECTOR
Grant Rosewarne was reappointed by the Board on 21
September 2016, and is now required to retire in accordance with
NZX Listing Rule 2.7.1, which prohibits a director from holding
office (without re-election) for longer than 3 years or 3 annual
meetings, whichever is longer. Being eligible, Grant Rosewarne
offers himself for re-election.
The Board unanimously supports the re-election of Grant
Rosewarne.
Grant Rosewarne
CEO AND MANAGING DIRECTOR
Grant Rosewarne became a director of NZKS in July 2016. Grant
has considerable international fast moving consumer goods
(FMCG) sales, marketing and general management experience.
Grant has worked across a number of FMCG categories
including dairy, wine, fresh produce, and dry grocery, in addition
to foodservice segments from cafes to fine dining. Grant’s
international business expertise spans Britain, Europe and
Australasia, with blue chip companies such as Unilever, Cerebos
and Douwe Egberts /Sara Lee.
Grant was appointed CEO of New Zealand King Salmon in
2009. During his time as CEO, Grant has focused on elevating
New Zealand King Salmon’s unique products from a premium
commodity to a worldwide branded food delicacy.
Mark Hutton will also be retiring as director at the Annual
Meeting and will not be seeking re-election.
ORDINARY RESOLUTION 5:
DIRECTORS’ REMUNERATION
This resolution seeks shareholder approval to increase the
maximum aggregate amount of remuneration (“fee pool”) that
may be paid each year to the Directors of NZKS for their services
as Directors by $55,000 per annum, from $465,000 per annum
to $520,000 per annum, taken together. Shareholder approval is
required under NZX Listing Rule 2.11.1.
The existing fee pool of $465,000 was approved at the Annual
Meeting on 7 November 2017. The aggregate remuneration
paid to Non-Executive Directors and the manner in which it is
apportioned amongst Directors is currently reviewed annually,
with any proposed increase in the aggregate pool put to
shareholders for approval at NZKS’ next Annual Meeting. If
shareholders approve Ordinary Resolution 5, the increased fee
pool will apply until such time as the amount is altered by an
ordinary resolution of shareholders.
The Board reviews its individual fees to ensure NZKS’ Non-
Executive Directors are fairly remunerated for their services,
recognising the level of skill and experience required to fulfil
the role and enable NZKS to attract and retain talented Non-
Executive Directors. The process involves benchmarking against a
group of eight peer companies (all operating in the agricultural
sector).
The next individual fee review is scheduled to apply from January
2020 and will be targeted for a general increase across base
fees and a meaningful realignment of fees for the individual
committee roles and, in particular, the chairman of each
committee.
This proposed increase provides the Board with a remuneration
fee pool considered appropriate to remunerate a Board of six
Non-Executive Directors, including for associated committee
work, over the next two years.
If this resolution is approved it is expected that the director fee
pool will be reviewed for the 2021 Annual Meeting.
EXPLANATORY NOTES
THESE NOTES FORM PART OF THE NOTICE OF ANNUAL MEETING
The fee pool is to be divided amongst the Directors at the
discretion of the Board. The current Directors’ fees, set on
1 January 2019, are as follows:
• Chair (including Committee responsibilities) ............$120,000
• Non-Executive Directors .........................................$60,000
• Chair of the Audit and
Finance Committee ..................................................$9,000
• Chair of the Nominations and
Remuneration Committee ........................................$9,000
• Chair of the Health, Safety
and Risk Committee .................................................$9,000
• Committee members ...............................................$4,500
NZKS will disregard any votes on Ordinary Resolution 5 by:
1) any Director of NZKS; and
2) any Associated Person of any Director of NZKS,
except where any such vote is cast by the Director or one of their
Associated Persons as proxy for a person who is entitled to vote
and the Director or that Associated Person votes in accordance
with express instructions to vote for or against a particular
resolution on the Voting Form.
SPECIAL RESOLUTION 6:
AMENDMENT TO THE CONSTITUTION OF NZKS
This special resolution seeks shareholder approval to alter NZKS’s
constitution. The amendments to the constitution are procedural
in nature as a result of NZKS’s transition to the new NZX Listing
Rules on 22 March 2019 and reflect the following:
1) including an express statement that NZKS shall comply with
the minimum Board composition requirements of the new
NZX Listing Rules;
2) amending the clauses relating to the rotation of directors
to cross refer to the requirements set out in the new NZX
Listing Rules;
3) amending the procedure allowing for the sale of securities
held in less than a minimum holding so as to provide for
those securities to be sold on market (including through a
broker on behalf of NZKS), rather than through NZX or in
some other manner approved by NZX;
4) removing the specific quorum for a meeting of an interest
group, so that the quorum for such a meeting is consistent
with other meetings of shareholders; and
5) including an additional clause to address a scenario where
ordinary resolutions are passed appointing directors which
would exceed the maximum number (by providing that the
director nominee(s) with the highest number of votes is
elected).
NZKS’s constitution was last amended in 2016. An amended
constitution has been prepared and a copy, marked up to show
the changes from NZKS’s existing constitution is available from
investor@kingsalmon.co.nz
Pursuant to a class waiver granted by NZX Regulation, while the
new NZX Listing Rules became applicable to NZKS on 22 March
2019, NZKS is permitted to defer updating its constitution until
this Annual Meeting. If any of the provisions of the updated
constitution are inconsistent with the NZX Listing Rules (as
amended by any ruling granted to NZKS), the NZX Listing Rules
will prevail. A copy of the NZX Listing Rules is available at
www.nzx.com
The proposed alterations to NZKS’s constitution do not impose
or remove a restriction on the activities of NZKS, and accordingly
no rights arise under section 110 of the Companies Act 1993.
The Board unanimously recommends shareholders vote in favour
of the amendments to NZKS’s constitution.
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 3 November 2019.
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 3 November 2019.
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.
RSVP AND QUESTIONS IN
ADVANCE OF THE MEETING
Please fill out and return the RSVP form by 1 November
2019 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.
ELIGIBILITY TO VOTE
Any shareholder whose name is recorded in the NZKS share
register at 5pm on Friday 1 November 2019 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
THESE NOTES FORM PART OF THE NOTICE OF ANNUAL MEETING
---
Turn over to complete the form to vote
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders 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.
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.
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 shareholder 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/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder 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 3 November 2019.
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
ATTENDANCE SLIP
Annual Meeting of New Zealand King Salmon Investments
Limited to be held at the Wither Hills Winery, 211 New
Renwick Road, Burleigh, Blenheim 7272 on Tuesday 5
November 2019 at 2:00 pm.
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
ShareholderShareholder 2Shareholder 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 Resolutions
Item 1
That the Board is authorised to fix the auditor’s remuneration for the coming year.
Item 2 Having been appointed during the year by the Board and holding office only until the Annual Meeting, that
Tomakin Lai (Po Sing Lai) be elected as a Director.
Item 3
Having been appointed during the year by the Board and holding office only until the Annual Meeting, that
Chiong Yong Tiong be elected as a Director.
Item 4
Having retired in accordance with NZX Listing Rule 2.7.1, that Grant Rosewarne be elected as a Director.
Item 5
That the maximum total pool of Director’s remuneration payable by NZKS to Directors (in their capacity as
Directors) be increased by $55,000 per annum from $465,000 per annum to $520,000 per annum with
immediate effect, with such sum to be divided amongst the Directors as the Board may from time to time
determine.
Special Resolution
Item 6
That, effective from the close of the Annual Meeting, the constitution of NZKS be amended in the form and
manner described in the Explanatory Notes.
Proxy
Discretion
For
Against
Abstain
Voting Instructions/Voting Paper
STEP 1
hereby appointof
or failing him/herof
I/We being a shareholder/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 Meeting of New Zealand King
Salmon Investments Limited to be held at the Wither Hills Winery, 211 New Renwick Road, Burleigh, Blenheim 7272 on Tuesday 5 November 2019
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.
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