Notice of Annual Meeting/Proxy Form/Online Portal Guide
Notice of Annual Meeting 2019The a2 Milk Company Limited
Notice of
Annual
Meeting.
Auckland Harbour
Daldy St
Pakenham St W
Jellicoe St
Park Hyatt
Auckland
Beaumont St
Madden St
Halsey St
Gaunt St
CBD (City Centre)
Fanshawe St
Victoria
Park
Ferry Terminal
Downtown
Britomart
Train Station
Generator
N
Sofitel Auckland
Viaduct Harbour
NOTICE is hereby given that the 2019 Annual
Meeting of shareholders of The a2 Milk Company
Limited (the “Company”) will be held on Tuesday,
19 November 2019 at 10.30am New Zealand
time at Generator, 12 Madden Street, Wynyard
Quarter, Auckland, 1010, New Zealand.
Shareholders will be able to:
• attend the meeting in person; or
• attend and participate at the meeting virtually via an online
platform provided by the Company’s share registrar, Link
Market Services Limited, at virtualmeeting.co.nz/a2MC19; or
• attend and participate in the meeting through a proxy.
Further details on how to do so are set out in this Notice of
Meeting and the Virtual Annual Meeting Online Portal Guide
filed on the market announcement platforms of the NZX
and ASX and available on the Company’s website
(https://thea2milkcompany.com/annual-meetings/).
To view the latest financial statements for the year ended
30 June 2019, please visit http://thea2milkcompany.com/results/
and select the 2019 Annual Report within the Investor centre/
Results and reports section of the website.
The Explanatory Notes, which accompany this Notice of
Meeting, provide more information on the resolutions which
will be put before shareholders.
Getting there
Public transport travel
routes
We encourage you to use public
transport. The City Link bus
includes a circuit of Daldy and
Beaumont streets every 8 minutes
from Monday to Saturday and
connects to services across the
region. The #10 Bus service
provides an hourly weekday
service between Onehunga and
Wynyard Quarter via Pt Chevalier,
with a 30 minute frequency
during peak times. The Inner Link
and Outer Link buses stop on the
other side of Victoria Park, only a
short walk away. Similarly, the
North Shore buses stop on
Fanshawe Street, just minutes
from Generator.
Car parking options
Jellicoe Street Car Park
(37-55 Madden Street),
Victory Convention Centre
Underground Car park, Auckland
Transport Car Park building
(72-100 Fanshawe Street),
Auckland Transport Downtown
Car Park Building (31 Custom
Street West).
For the cyclists
There are a number of bike
enthusiasts in Auckland. Both
Lysaght and Madden St have large
bike storage areas, with over
20 racks. The buildings also have
excellent shower and bathroom
facilities on site.
Notice of Annual Meeting 2019
Notice of Annual Meeting 2019 1
Notice of Annual Meeting 2019
The business of the meeting is comprised
of ordinary and special business, being:
1. Financial Statements and Reports
To receive and consider the Company’s financial statements
for the year ended 30 June 2019, together with the Directors’
and Auditor’s reports.
2. Auditor’s Fees and Expenses (Resolution 1)
To consider and, if thought fit, to pass the following resolution
as an ordinary resolution of the Company:
“That the Directors of the Company be authorised to fix the fees
and expenses of the Company’s auditor, Ernst & Young, for the
ensuing year.”
3. Election of Director – Pip Greenwood
(Resolution 2)
To consider and, if thought fit, to pass the following resolution
as an ordinary resolution of the Company:
“That Pip Greenwood, who was appointed a Director of the
Company by the Board during the year, and who will retire at
the meeting in accordance with the Company’s constitution,
be elected as a Director of the Company.”
4. Adoption of New Constitution
(Resolution 3)
To consider and, if thought fit, to pass the following resolution
as a special resolution of the Company:
“That the existing Company constitution be revoked and the
new constitution, in the form presented at the Annual Meeting
and referred to in the explanatory notes under the heading
“Item 4 – Adoption of New Constitution (Resolution 3)”, be adopted
as the constitution of the Company with effect from the close of
the meeting.”
5. General Business
To consider any other matters that may properly be brought before
the meeting.
Shareholders eligible to vote
Only shareholders who hold ordinary shares in the Company as at
9.00pm New Zealand time on Friday, 15 November 2019 will be
eligible to vote at the meeting.
Virtual Annual Meeting
Shareholders (and appointed proxies) will be able to attend the
meeting in person, or, alternatively, will be able to attend and
participate at the meeting virtually via an online platform provided
by the Company’s share registrar, Link Market Services, at
virtualmeeting.co.nz/a2MC19. Shareholders attending and
participating in the meeting virtually via the online platform will be
able to watch the meeting live, and vote and ask questions online,
during the meeting.
The Company’s Australian domiciled shareholders and any other
shareholders not able to attend the meeting in person will be able
to attend and participate in the meeting virtually. The Company
would encourage shareholders unable to attend the meeting in
person to make use of this technology.
More information regarding virtual attendance at the meeting
(including how to vote and ask questions virtually during the
meeting) is available below and in the Virtual Annual Meeting
Online Portal Guide filed on the market announcement platforms
of the NZX and ASX and also available on the Company’s website
(https://thea2milkcompany.com/annual-meetings/).
The Company strongly recommends that shareholders who
wish to participate in the meeting virtually log in to the
online portal at least 15 minutes prior to the scheduled start
time for the meeting.
BusinessOther
information
2 The a2 Milk Company
Notice of Annual Meeting 2019 3
Notice of Annual Meeting 2019
Attending and participating in the
meeting
Attending the Virtual Annual Meeting
The Virtual Annual Meeting will be viewable from desktops
and laptops.
Shareholders wishing to attend and participate in the Virtual Annual
Meeting should, in advance of the meeting, ensure they have access
to a compatible web browser. Details of the browsers that the
platform supports are available in the Virtual Annual Meeting Online
Portal Guide. Shareholders can check the current version of their
web browser by going to www.whatismybrowser.com.
To attend (and vote) at the Virtual Annual Meeting, shareholders will
need to have their shareholder number before proceeding.
Appointed proxies will need their proxy number, which will be
provided by Link Market Services prior to the meeting.
Shareholders can register on Tuesday, 19 November 2019 from
9.30am New Zealand time. This is 1 hour prior to the meeting.
To access the online platform, shareholders will need to take the
following steps:
1. Open web browser virtualmeeting.co.nz/a2MC19.
2. Log in to the portal using their full name, email address,
and company name (if applicable).
3. Read and accept the terms and conditions before clicking on the
blue ‘Register and Watch Annual Meeting’ button.
4. Once logged in, a live video webcast of the meeting will appear
on the left-hand side of the screen, with the meeting
presentation slides appearing on the right-hand side of the
screen. Keep the browser open for the duration of the meeting.
5. If the browser is closed, the session will expire. If the shareholder
(or appointed proxy) attempts to log in again, they will be sent a
recovery link via email for security purposes.
Asking questions
Shareholders physically present at the meeting or attending virtually
via the online platform will have the opportunity to submit questions
to the Board, the Company’s senior management, and the
Company’s auditors during the meeting.
Shareholders attending virtually via the online platform may ask
questions after they have registered to vote by clicking on the ‘Ask a
Question’ box. Shareholders will need to select the category to which
the question relates (either General Business or a specific resolution),
type the question in the ‘Question’ section, and click on the blue
‘Submit Question’ button. This will send the question to the
Management/Board.
Shareholders wanting to ask a question prior to the meeting, to be
addressed at the meeting, should email meetings@linkmarketservices.
co.nz, or complete the question section on the accompanying
proxy form, or submit the question online by going to
vote.linkmarketservices.com/ATM, in each case by 5.00pm
New Zealand time on Friday, 15 November 2019.
The Board will endeavour to address all appropriate questions
at the meeting.
Voting
To vote via the online platform during the meeting, shareholders
(or appointed proxies) will need to first register to vote by clicking on
the ‘Get a Voting Card’ box at the bottom of the webpage or below
the video and entering their details in the top section of the Voting
Card box. Once registered, the shareholder’s voting card will appear
with all of the resolutions to be voted on by the shareholders at the
meeting (as set out in this Notice of Meeting). Shareholders may
need to use the scroll bar on the right-hand side of the voting card
to scroll up or down to view all resolutions.
Shareholders and proxies can either submit a full vote or a partial
vote on each resolution by moving between the ‘Full Vote’ and
‘Partial Vote’ tabs at the top of the voting card. To submit a full vote,
a shareholder may click on the ‘For’, ‘Against’ or ‘Abstain’ voting
buttons under the ‘Full Vote’ tab.
Other
information
continued
4 The a2 Milk Company
Notice of Annual Meeting 2019 5
To submit a partial vote, a shareholder may enter the number of
votes they would like to vote for any or all resolutions under the
‘Partial Vote’ tab. The total number of the votes that a shareholder
is entitled to vote will be displayed under each resolution. When
the shareholder enters the number of votes in a certain box, it will
automatically calculate the total number of votes left.
Once finished entering the votes on the resolutions, shareholders will
need to scroll down and click on the ‘Cast Vote’ or ‘Cast Partial Vote’
button. Shareholders may edit their voting cards by clicking the
‘Edit Card’ button at any time before the voting is closed, which will
be 5 minutes after the close of the meeting. At the close of the
meeting, any placed but not submitted votes will be automatically
submitted. The un-voted portion of the shareholders’ votes (if any)
will be submitted as ‘No Instruction’ and therefore will not
be counted.
The Virtual Annual Meeting Online Portal Guide provides a separate
detailed overview on how to vote and ask questions virtually during
the meeting. The Virtual Annual Meeting Online Portal Guide will
be filed on the market announcement platforms of the NZX and
ASX and will also be able to be viewed on the Company’s website
(https://thea2milkcompany.com/annual-meetings/).
Shareholders attending the meeting in person should bring
the enclosed proxy form with them to assist with
shareholder registration.
Shareholders attending the meeting can also download the
LinkVote App from the Apple App Store or Google Play if they
would like to vote during the meeting using their mobile phone.
The LinkVote App will be available for download prior to
the meeting.
Shareholders can also vote prior to the meeting either by post
or online, as described below under “Postal Voting” and
“Online Voting”.
Proxies
A shareholder entitled to attend and vote but who cannot
attend the meeting (whether in person or via the online platform)
is encouraged to appoint a proxy to attend and vote on that
shareholder’s behalf. The proxy need not be a shareholder of
the Company.
To appoint a proxy, a shareholder should complete and sign the
proxy form enclosed with this notice and return it to the office of
the Company’s share registrar, Link Market Services, by no later than
10.30am New Zealand time on Sunday, 17 November 2019. Any
proxy form received after that time will not be valid for the meeting.
Shareholders can alternatively complete the proxy form online by
following the instructions on the enclosed proxy form. To securely
appoint a proxy online, NZX registered holders will need their CSN/
Holder number and FIN, and ASX registered holders will need their
Holder number and postcode or country of residence, in order to
complete the online validation process. Please contact Link Market
Services if you need to obtain these details. The contact details for
Link Market Services can be found on the enclosed proxy form.
Please refer to the instructions on the enclosed proxy form as to the
ways in which the proxy form can be sent to Link Market Services,
including instructions on how to appoint your proxy and vote online.
The Chair of the meeting may be appointed as a proxy and
intends to vote any undirected/discretionary proxy in favour of
each resolution.
Corporate representative and attorney
appointments
A corporation which is a shareholder, or an attorney of a
shareholder, may appoint a representative to attend and vote at the
meeting on its behalf. Any shareholder may appoint an attorney to
attend and vote at the meeting on its behalf. Notice of any such
appointment should be sent to the Company’s share registrar,
Link Market Services, as soon as possible.
Other
information
continued
Notice of Annual Meeting 2019
6 The a2 Milk Company
Notice of Annual Meeting 2019 7
Other
information
continued
Postal voting
A shareholder is entitled to exercise his/her vote at the meeting by
casting a postal vote. A postal voting form is incorporated in the
proxy form.
To cast a postal vote, a shareholder should complete and sign the
postal voting form enclosed with this Notice of Meeting and return
it to the office of the Company’s share registrar, Link Market
Services, by no later than 10.30am New Zealand time on Sunday,
17 November 2019. Any postal voting form received after that time
will not be valid for the meeting. The Share Registrar has been
authorised by the Board to receive and count postal votes at
the meeting.
Please refer to the instructions on the enclosed postal voting form
as to the ways in which the postal voting form can be sent to Link
Market Services, including instructions on how to appoint your
proxy and vote online.
Online voting
Shareholders may elect to lodge their proxy appointment or postal
vote online. You will need to go to the website of our share registrar,
Link Market Services: vote.linkmarketservices.com/ATM
Requisite majorities
Resolutions 1 and 2 are ordinary resolutions requiring the approval
of a simple majority of the votes of those shareholders entitled to
vote and voting (in person, by postal vote or by proxy) in order for
them to be passed. Resolution 3 is a special resolution requiring the
approval of 75% or more of the votes of those shareholders entitled
to vote and voting (in person, by postal vote or by proxy) in order for
it to be passed.
By order of the Board.
Mr David Hearn
Chair
Thursday, 17 October 2019
Item 2 – Auditor’s Fees and Expenses
(Resolution 1)
Ernst & Young, the current auditor of the Company, will be
automatically reappointed under the Companies Act 1993.
Resolution 1 authorises the Directors to fix the fees and expenses
of Ernst & Young as the Company’s auditor.
Item 3 – Election of Director – Pip Greenwood
(Resolution 2)
Pip Greenwood was appointed as a Director by the Board,
under clause 17.3(a) of the Company’s constitution, with effect
from 1 July 2019.
Pip will retire from office at the Annual Meeting and offer herself for
election as required by the Company’s constitution and NZX Listing
Rule 2.7.1. The other members of the Board unanimously support
Pip’s election. The Board considers Pip qualifies as an Independent
Director in terms of the NZX Listing Rules.
Pip commenced her role as a Director of The a2 Milk Company on
1 July 2019.
Pip brings extensive commercial and board experience to The a2 Milk
Company Board.
Currently Pip is also a director on the boards of Westpac New Zealand,
Spark New Zealand and Fisher & Paykel Healthcare. She was
previously a senior partner at law firm Russell McVeagh, where she
spent over ten years on the firm’s board including acting as the firm’s
board Chair and interim CEO. A leader in the field of corporate law
and in the New Zealand business community, Pip is also known for
her work promoting greater diversity in the workplace. She is the
recipient of numerous industry awards including being named
New Zealand “Dealmaker of the Year” at the Australasian Law
Awards 2018, an accolade she has won five times; and she has twice
been recognised as a finalist at the Women of Influence Awards.
Pip resides in New Zealand.
Pip Greenwood
Independent,
Non-executive Director
Explanatory
notes
Notice of Annual Meeting 2019
8 The a2 Milk Company
Notice of Annual Meeting 2019 9
Explanatory
notes
continued
Item 4 – Adoption of New Constitution
(Resolution 3)
The former NZX Main Board/Debt Market Listing Rules (dated
1 October 2017) have been replaced by updated NZX Listing Rules
(dated 1 January 2019) (“New Listing Rules”).
The Company transitioned to the New Listing Rules on 30 June 2019.
To comply with the New Listing Rules, the Company is required to
update its existing constitution. An amended constitution has been
prepared. A copy, marked to show the changes from the existing
constitution, can be viewed under the Annual Meetings section of
our website at https://thea2milkcompany.com/annual-meetings/ or
may be obtained by contacting the share registrar, Link Market
Services. The contact details for Link Market Services can be found
on the enclosed proxy form. Copies will also be available for
inspection at the Annual Meeting.
A summary of the significant changes to the constitution is set out
below. References to clause numbers below are references to clause
numbers in the constitution as proposed to be amended.
• The provision relating to rotation of directors has been amended
to reflect the fact that the New Listing Rules require that all
directors must not hold office without re-election past the third
annual meeting following the director’s appointment or three
years, whichever is longer.
• The previous listing rules provided that executive directors were
not required to retire by rotation. That exception has been
removed. The requirement that the term of appointment of an
executive director not exceed five years has also been removed.
The Constitution has been amended to reflect these changes
(deletion of the previous clause 17.4(a) and parts of clause 23.1)
which will apply to the Managing Director.
• The New Listing 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 15.9).
• The constitution currently provides that the Company may buy
back shares in accordance with the Companies Act 1993 and
the NZX and ASX Listing Rules. The Companies Act provides
that, where the constitution allows, the Company may buy back
shares from less than all shareholders. The constitution has
been amended to make it clear that the Company may do this
(in accordance with the Companies Act and the Listing Rules)
(clause 3.1). There is no current intention for the Company to
undertake any buy back of its shares.
Other changes which have been made are:
• references to legislation have been updated to refer to current
legislation, or where the legislation is no longer in force,
references to repealed legislation have been deleted;
• wording has been updated for clarification and for consistency
with the New Listing Rules;
• wording has also been updated for consistency with the
ASX Listing Rules and the ASX Settlement Operating Rules;
• some duplication has been removed; and
• provisions have been added clarifying that notice of directors’
meetings may be given by electronic means.
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 New Zealand
lawyers, Harmos Horton Lusk Limited, have provided an opinion to
NZX that the new constitution, once adopted with the proposed
amendments, will comply with the New Listing Rules. The
Company’s Australian lawyers, Johnson Winter & Slattery, have
confirmed to the Company that the new constitution, once
adopted with the proposed amendments, will comply with the
ASX Listing Rules.
Notice of Annual Meeting 2019
10 The a2 Milk Company
Notice of Annual Meeting 2019 11
The A2 protein
difference
Typical cow herds
produce conventional
milk containing a mix of
A1 and A2 protein types
Originally all cows
produced milk
containing only the
A2 protein type
Genetic variation has resulted in mixed herds over time
Our branded milk is sourced
from herds producing milk
naturally containing only the
A2 protein type and no A1
Conventional cows’ milk contains two main
types of beta casein protein, A2 protein and
A1 protein – our branded milk is different from
conventional cows’ milk because it comes from
cows selected to naturally produce only the
A2 protein type and no A1.
Meeting notes
Notice of Annual Meeting 2019
12 The a2 Milk Company
Notice of Annual Meeting 2019 13
thea2milkcompany.com
The a2 Milk Company Limited
(Australian Registered Body Number 158 331 965 – Incorporated in New Zealand)
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PROXY FORM FOR THE 2019 ANNUAL MEETING
The Annual Meeting of The a2 Milk Company Limited (“a2MC” or the “Company”) will be held on Tuesday, 19 November 2019 at 10:30
am New Zealand time at Generator, 12 Madden Street, Wynyard Quarter, Auckland, New Zealand. Shareholders are also able to attend
and vote at the Annual Meeting online via the Link Market Services Virtual Annual Meeting platform. More information regarding virtual
attendance of the Annual Meeting and voting at the virtual Annual Meeting is available in the Virtual Annual Meeting Online Portal Guide
which will be filed on the ASX and NZX market announcement platforms and be available on the Company’s website at
https://thea2milkcompany.com/market-announcements/.
If you propose NOT to attend the Annual Meeting, whether in person or virtually via the online platform, but wish to vote by postal vote or
appoint a proxy please complete and return all pages of this form to Link Market Services no later than 10.30am New Zealand time on
Sunday, 17 November 2019 (being 48 hours before the commencement of the Annual Meeting). Proxy appointment or Postal Voting can also
be completed online. Please read the instructions below before completing this form. Please do not appoint a proxy if you are voting by postal
vote.
POSTAL VOTE
As a shareholder entitled to vote at the Annual Meeting, you are
entitled to vote by postal vote. You can cast your postal vote
online or by one of the other methods noted 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. 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. If this form is returned duly signed by a shareholder
with voting instructions completed but without indicating that it is a
postal vote or a proxy appointment, it will be deemed to be a
postal vote.
APPOINTMENT OF PROXY
A shareholder entitled to attend and vote at the Annual Meeting is
entitled to appoint a proxy to attend and vote at the Annual
Meeting instead of him/her. A proxy need not be a shareholder of
a2MC. Any corporation that is a shareholder of a2MC 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.
Appointing the Chair of the Meeting or a director as your
proxy
If you wish, you may appoint the Chair of the Annual Meeting as
your proxy. To do so, please write “Chair of the Meeting” on the
line following the words “hereby appoint” in the section on the next
page entitled “appoint a proxy to vote on your behalf”. The Chair
will vote according to your instructions. If the Chair is not
instructed how to vote, he intends to vote in favour of each resolution.
If you return this form without directing the proxy how to vote on any
particular resolution the proxy will exercise the proxy’s discretion as to
whether to vote and, if so, how to vote.
ATTENDING THE MEETING
If you propose to attend the Annual Meeting please bring this Proxy
Form (with all pages intact) to the meeting, the barcode on the front
page is required for registration at the meeting.
SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual
This Proxy Form must be signed by the shareholder or his/ her/ its
attorney duly authorised in writing.
Joint holding
This Proxy Form may be signed by either, or on behalf of, the joint
shareholders (or their duly authorised attorney).
Power of Attorney
If this Proxy Form is signed under a power of attorney, a copy of the
power of attorney and a signed certificate of non-revocation of the
power of the attorney under which the Proxy Form is signed, must
be produced to the Company with this Proxy Form.
Company
This Proxy Form must be signed by a director or a duly authorised
officer acting under the express or implied authority of the shareholder,
or an attorney duly authorised by the shareholder.
Go online to vote.linkmarketservices.com/ATM to vote or turn over to complete the Postal Vote/Proxy Form
meetings@linkmarketservices.co.nz
Mail
Use the enclosed envelope or
address to:
Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand
POSTAL VOTE / PROXY FORM
STEP 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 section below entitled “Items of Business – Voting Instructions”.
APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder of The a2 Milk Company Limited
Hereby appoint ____________________________________ of ________________________________________
or failing him/her ____________________________________ of ________________________________________
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of shareholders of The a2 Milk Company Limited to be held at 10:30am
New Zealand time on Tuesday, 19 November 2019 and, simultaneously, to be held virtually via an online platform and at any adjournment of that
meeting. Please indicate with a tick in the appropriate boxes below how you wish your proxy to vote. If you wish, you may appoint the “Chair of
the Meeting” as your proxy.
STEP 2: ITEMS OF BUSINESS – VOTING INSTRUCTIONS
Tick () in box to vote
ORDINARY BUSINESS For Against Proxy Abstain
Discretion
To consider and, if thought fit, pass the following resolutions as ordinary resolutions
of the Company:
1. That the Directors of the Company be authorised to fix the fees and expenses of the
Company’s auditor, Ernst & Young, for the ensuing year.
2. That Pip Greenwood, who was appointed a Director of the Company by the Board
during the year, and who will retire at the meeting in accordance with the
Company’s constitution, be elected as a Director of the Company.
SPECIAL BUSINESS
To consider and, if thought fit, pass the following resolution as a special resolution
of the Company:
3. That the existing Company constitution be revoked and the new constitution, in the
form presented at the Annual Meeting and referred to in the explanatory notes of
the notice of meeting under the heading “Item 4 – Adoption of New Constitution
(Resolution 3)”, be adopted as the constitution of the Company with effect from the
close of the meeting.
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting (either in person or via the virtual Annual Meeting) will have the opportunity to ask questions during
the Annual Meeting. If you cannot attend the Annual Meeting and choose not to participate in the virtual Annual Meeting but would like to ask a
question, or if you are attending and would like to ask a question in advance, you can submit such question by: (1) email to
meetings@linkmarketservices.co.nz; or (2) online by going to vote.linkmarketservices.com/ATM and completing the online validation process; or
(3) completing the question section below and returning it to Link Market Services. Questions will need to be submitted by 5.00pm New Zealand
time on Friday, 15 November 2019. The Board will endeavour to address all appropriate questions at the Annual Meeting.
SIGN: SIGNATURE OF SECURITY HOLDER(S) This section must be completed.
Security holder 1 Security holder 2 Security holder 3
Contact Name ________________________ Daytime Telephone ______________________ Date ______________________________
Electronic Investor Communication:
If you received the Notice of Meeting & proxy by mail and you wish to receive your future communications by email, please provide
your email address below:
Question:
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Virtual Annual
General Meeting
Online Guide
Part of Link Group | Corporate Markets
2 • Link Market Services Virtual Annual General Meeting Online Guide
Step 1
Open your web browser and
go to virtualmeeting.co.nz and
select the relevant meeting.
Virtual Annual General Meeting
Online Guide
Before you begin
Ensure your browser is compatible.
You can easily check your current
browser by going to the website:
whatismybrowser.com
Supported browsers are:
• Chrome – Version 44 & 45
• Firefox – 40.0.2 and after
• Safari – OS X v10.9 “Mavericks”
& OS X v10.10 “Yosemite”
• Internet Explorer 9 and up (please note
Internet Explorer 8 is not supported)
The virtual meeting is viewable from desktops
and laptops. To attend and vote at the virtual
annual general meeting you must have:
• NZX registered holders: Shareholder
number and authorisation code (FIN)
• ASX registered holders: Shareholder
number and postcode
If you are an appointed proxy you will need
your proxy number which will be provided
by Link Market Services prior to the
meeting. Please make sure you have this
information before proceeding.
Step 2
Login to the portal using your full name, email
address, and company name (if applicable).
Please read and accept the terms and conditions
before clicking on the blue ‘Register and Watch
Annual General Meeting’ button. Once you have
logged in you will see:
• On the left – a live video webcast of the Annual
General Meeting
• On the right – the presentation slides that will be
addressed during the Annual General Meeting.
Note: After you have logged in we recommend that
you keep your browser open for the duration of the
meeting. If you close your browser, your session will
expire. If you attempt to log in again, you will be sent a
recovery link via email for security purposes.
Link Market Services Virtual Annual General Meeting Online Guide • 3
Navigating
At the bottom of the webpage
under the webcast and
presentation there are three
boxes. Refer to each section
below for operating instructions.
1
Get a voting card
2
Ask a Question
3
Downloads
1. Get a voting card
To register to vote - click on the ‘Get a voting
card’ box at the top of the webpage or below
the videos.
This will bring up a box which looks like this.
If you are an individual or joint Shareholder you will
need to register and provide validation by entering your
details in the top section:
• NZX registered holders: Shareholder number and
authorization code (FIN)
• ASX registered holders: Shareholder number and
postcode
If you are an appointed Proxy, please enter the Proxy
Number issued to you by Link Market Services in the
PROXY DETAILS section. Once you have entered your
appropriate details click the blue ‘SUBMIT DETAILS
AND VOTE’ button.
Once you have registered, your voting card will
appear with all of the resolutions to be voted on by
Shareholders at the Annual General Meeting (as set
out in the Notice of Meeting). You may need to use the
scroll bar on the right hand side of the voting card to
scroll up or down to view all resolutions.
Shareholders and proxies can either submit a Full Vote
or a Partial Vote. You can move between the two tabs
by clicking on ‘Full Vote’ or ‘Partial Vote’ at the top of
the voting card.
4 • Link Market Services Virtual Annual General Meeting Online Guide
Full Votes
To submit a full vote on a resolution ensure you are in
the ‘Full Vote’ tab. Place your vote by clicking on the
‘For’, ‘Against’, or ‘Abstain’ voting buttons.
Partial Votes
To submit a partial vote on a resolution ensure you are
in the ‘Partial Vote’ tab. You can enter the number of
votes you would like to vote (for any or all) resolution/s.
The total amount of votes that you are entitled to vote
for will be listed under each resolution. When you enter
the number of votes in a certain box it will automatically
tally how many votes you have left.
Note: If you are submitting a partial vote and do not use all of
your entitled votes, the un-voted portion will be submitted as No
Instruction and therefore will not be counted.
Once you have finished voting on the resolutions scroll
down to the bottom of the box and click the blue ‘Cast
Vote’ or ‘Cast Partial Vote’ button.
Note: You are able to close your voting card during
the meeting without submitting your vote at any time
while voting remains open. Any votes you have already
made will be saved for the next time you open up the
voting card. The voting card will appear on the bottom
left corner of the webpage. The message ‘Not yet
submitted’ will appear at the bottom of the page.
You can edit your voting card at any point while voting
is open by clicking on ‘Edit Card’. This will reopen the
voting card with any previous votes made.
If at any point you have submitted your voting card
and wish to make a change while voting is still open
you can do so by clicking the ‘Edit Card’ button
and making the required change. Once you have
completed your card select the blue ‘Cast Vote’ or
‘Cast Partial Vote’ button.
The voting card remains editable until the voting
is closed at the conclusion of the Annual General
Meeting. Once voting has been closed all voting cards,
submitted and un-submitted, will automatically be
submitted and cannot be changed.
At the conclusion of the Annual General Meeting a red
bar with a countdown timer will appear at the top of
the Webcast and Slide windows advising the remaining
voting time available to shareholders. Please make any
changes required to your voting cards at this point and
submit your voting cards.
If an additional resolution is proposed during the
meeting, there will be a short delay while the resolution
is added to the voting card. Once the resolution has
been added you will be notified by the Chairman during
the meeting. In order to vote on the extra resolution
you will need to reopen your voting card to cast your
vote by clicking the ‘Edit Card’ button.
Note: Registration for the Annual General Meeting and voting opens
one hour before the meeting begins.
Virtual Annual General Meeting
Online Guide continued
Link Market Services Virtual Annual General Meeting Online Guide • 5
2. How to ask a question
Note: Only shareholders are eligible to ask questions.
You will only be able to ask a question after
you have registered to vote. If you would
like to ask a question, click on the ‘Ask a
Question’ box either at the top or bottom
of the webpage.
The ‘Ask a Question’ box will then pop up with two
sections for completion.
In the ‘Regarding’ section click on the drop down
arrow and select one of the following categories:
• General Business
• Resolution 1
• Resolution 2
• Resolution 3
• Resolution 4
• Resolution 5
• Resolution 6
After you have selected your question category, click in
the ‘Question’ section and type your question.
When you are ready to submit your question - click
the blue ‘Submit Question’ button. This will send the
question to the Management/Board.
Note that not all questions are guaranteed to be
answered during the Annual General Meeting, but we
will do our best to address your concerns.
Once you have asked a question a ‘View Questions’
box will appear.
At any point you can click on ‘View Questions’ and
see all the questions you have submitted. Only you can
see the questions you have asked.
Note: You can submit your questions by this method
one hour before the meeting begins, if you have
registered to vote. You can continue to submit
questions up until the close of voting.
If your question has been answered and you would
like to exercise your right of reply, you can do so by
submitting another question.
3. Downloads
If you would like to see the Notice of Annual
General Meeting or the Annual Report you
can do so here.
A
B
• To download the Notice of Meeting – click A
• To download the Annual Report – click B
When you click on these links the file will open in
another tab in your browser.
Voting closing
Voting will close 5 minutes after the close of
the Annual General Meeting.
At the conclusion of the Annual General Meeting a red
bar with a countdown timer will appear at the top of
the Webcast and Slide screens advising the remaining
voting time. If you have not yet submitted your vote at
this point, you will be required to do so now.
At the close of the meeting any votes you have placed
will automatically be submitted.
Virtual Annual General Meeting
Online Guide continued
1261.0 07/16 ISS1
Contact us
Australia
T +61 2 8280 7100
E info@linkmarketservices.com.au
New Zealand
T +64 9 375 5998
E enquiries@linkmarketservices.co.nz
United Arab Emirates
T +27 72 6299034
E paular@linkmarketservices.co.za
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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