Seeka issues new Notice of Meeting for an online meeting
31 March 2020
Seeka issues new Notice of Meeting for an online meeting
Following the Government's implementation of Alert Level 4, Seeka Limited [NZX:SEK] is no longer
able to hold the physical annual meeting on 17 April 2020.
The Annual Meeting of Shareholders of Seeka will now be held online at
www.virtualmeeting.co.nz/sek20 on Friday 17 April 2020 commencing at 2.30pm.
Further details for participation and voting online are included in the new Notice of Annual
Shareholders Meeting.
Seeka advises that it withdraws the Notice of Annual Shareholders Meeting announced to the
market on 13 March 2020 and sent to shareholders and issues a new Notice of Annual Shareholders
Meeting for an online meeting.
Seeka is encouraging shareholders to join the annual meeting online.
Due to work and movement restrictions imposed by Alert Level 4, Proxies already submitted for the
physical meeting will be counted for the purposes of the online meeting. You may, however, replace
your submitted form by completing and submitting the new Proxy Form, noting the withdrawal of
the Resolution concerning Directors' Remuneration announced on 19 March 2020.
Ends:
For further information please contact:
Michael Franks Seeka Chief Executive Officer 021356516
Stuart McKinstry Seeka Chief Financial Officer 0212215583
---
1SEEKA LIMITED | NOTICE OF MEETING 2020
NOTICE OF ANNUAL SHAREHOLDERS MEETING 2020
Following the Government's implementation of Alert Level 4, Seeka is no longer able to hold the physical annual meeting on
17 April 2020 and has withdrawn the Notice of Meeting dated 13 March 2020.
NOTICE is hereby given that the Annual Meeting of Shareholders of Seeka Limited ("Seeka") will now be held online at
www.virtualmeeting.co.nz/sek20 on Friday 17 April 2020 commencing at 2.30pm.
In case you can't attend online, please remember to complete and submit the Proxy Form so that it reaches our share registrar,
Link Market Services Limited, by 2:30pm on 15 April 2020.
Due to work and movement restrictions imposed by Alert Level 4, Proxies already submitted for the physical meeting will be
counted for the purposes of the online meeting. You may, however, replace your submitted form by completing and submitting
the new enclosed Proxy Form, noting the withdrawal of the Resolution concerning Directors' Remuneration.
If you wish to appoint a proxy you should complete and submit the Proxy Form.
Ordinary business
The business of the Meeting is:
1. Annual Report and Accounts
"To receive, consider and adopt the Annual Report of Seeka and the Financial Statements for the year ended 31 December 2019 together
with the Auditor’s Report thereon."
2. Directors
To consider, and if thought fit, pass the following as ordinary resolutions:
a. "To re-elect Martyn Brick as a Director."
b. "To re-elect John Burke as a Director."
c. "To re-elect Cecilia Tarrant as a Director."
Explanatory note to these ordinary resolutions
Profiles of each candidate standing for re-election are can be found in the notice of meeting dated 13 March, or on Seeka's
website, see www.seeka.co.nz/noticeofmeeting.
In accordance with clause 23.1(i) of Seeka's constitution, Martyn Brick, John Burke and Cecilia Tarrant retire by rotation and,
being eligible, offer themselves for re-election.
The Board supports and recommends that Shareholders vote in favour of the election of Martyn Brick, John Burke and Cecilia
Tarrant.
No other nominations were received.
3. Appointment and Remuneration of Auditors
"To record the re-appointment of PwC (PricewaterhouseCoopers) as auditor of the Company, and to authorise the Directors to fix the
remuneration and expenses of the auditor for the coming year."
General business
To consider any other matter that may be properly brought before the Meeting.
2NOTICE OF MEETING 2020 | SEEKA LIMITED
Voting and proxies
The persons who will be entitled to vote at the online Meeting are those persons who are registered on Seeka’s share register
as holding fully paid ordinary shares in Seeka on 15 April 2020 at 5.00pm. The Chairman advises that, pursuant to Seeka’s
constitution, he will call for voting on all resolutions to be by way of a poll, meaning that each Shareholder has one vote for each
share held.
All resolutions are ordinary resolutions and must be passed by a simple majority of the votes of those Shareholders entitled to
vote and voting on the resolutions.
Every Shareholder, or that Shareholder’s proxy or representative, is entitled to attend the online Meeting and vote at the Meeting.
To participate at the online meeting, use the following link to Seeka’s share registrar’s virtual meeting platform
www.virtualmeeting.co.nz/sek20.
Shareholders attending and participating in the online Meeting will be able to vote and ask questions during the Meeting. To
join the online Meeting you will require your shareholder number, found on your proxy form, for verification purposes.
More information regarding online attendance at the Meeting (including how to vote and ask questions online during the
Meeting) is available in the Virtual Annual Meeting Online Portal Guide, which is available at
https://bcast.linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf.
Any Shareholder entitled to attend and vote at the Meeting may appoint a proxy to attend and vote on that Shareholder’s behalf.
The proxy need not be a Shareholder. You may appoint the Chairman of the Meeting as your proxy. If you appoint the Chairman
of the Meeting as your proxy and do not direct the Chairman how to vote in the proxy form, the Chairman will vote discretionary
proxies in favour of all the Resolutions.
A corporation that is a Shareholder 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.
A proxy form accompanies this Notice of Meeting. If you are unable to attend the online Meeting, please complete the Proxy
Form and return it in the previously supplied envelope to (Link Market Services, PO Box 91976, Victoria Street West, Auckland
1142) or fax to 09 375 5990 or scan and email to meetings@linkmarketservices.co.nz (please put the words “Seeka Proxy Form” in
the subject line for easy identification) to arrive no later than 2.30pm on Wednesday 15 April 2020.
Alternatively, you may lodge your proxy online. Go to https://investorcentre.linkmarketservices.co.nz/voting/SEK.
Initial information including your CSN / Holder number and FIN (authorisation code) will be required to successfully validate
your holding online before shareholding information and voting pages are displayed.
A Shareholder will be taken to have signed the Proxy Form by lodging it in accordance with the instructions on the website.
The appointment of a proxy or representative does not preclude a Shareholder from attending the online Meeting and voting.
Independence of Directors
The Board has considered whether the directors seeking re-election (Martyn Brick, John Burke and Cecilia Tarrant) qualify as
independent directors under the NZX Listing Rules (the "Rules"), and Seeka's Board Charter.
Under the Rules, the Board must determine and identify its independent directors having regard to the non-exhaustive factors
described in recommendation 2.4 of the NZX Corporate Governance Code,
see www.nzx.com/regulation/nzx-rules-guidance/corporate-governance-code.
In addition, under Seeka's Board Charter, a director is deemed to be non-independent if he or she:
–is, or is associated (directly or indirectly) with, a shareholder holding 5% or more of the shares on issue in the Company and
is as a result likely to derive a substantial portion of his or her income from that relationship; or
–is an executive of the Company.
For the purposes of the Rules and Seeka's Board Charter, in the Board's view:
–if Martyn Brick is re-elected as a director, he will not qualify as an independent director;
–if John Burke is re-elected as a director, he will not qualify as an independent director;
–if Cecilia Tarrant is re-elected as a director, she will qualify as an independent director.
By order of the Board
S T McKinstry
Secretary
31 March 2020
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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