Notice of Annual Shareholder Meeting
Release
M e r i d i a n E n e r g y L i m i t e d ( A R B N 1 5 1 8 0 0 3 9 6 ) A c o m p a n y i n c o r p o r a t e d i n N e w Z e a l a n d
L e v e l 2 , 5 5 L a d y E l i z a b e t h L a n e , P O B o x 1 0 8 4 0 , W e l l i n g t o n 6 1 4 3
m e r i d i a n e n e r g y . c o . n z
Stock Exchange Listings NZX (MEL) ASX (MEZ)
Notice of Annual Shareholder Meeting
1 September 2020
The following materials relating to Meridian Energy Limited’s 2020 Annual Shareholder Meeting
(ASM) which will be held on 1 October 2020, will be sent to security holders today:
•
Notice of Meeting;
•
Proxy/Voting Form; and
•
Virtual Meeting Guide.
As the safety of our team and shareholders is our number one priority, Meridian has made the
decision that the in-person element of the ASM will only go ahead if Wellington is at COVID-19 alert
level 1 on 1 October 2020. Should Wellington be at COVID-19 alert level 2 or above on 1 October
2020, the ASM will move to being a virtual meeting only. If this occurs, Meridian will provide
shareholders with as much notice as is reasonably practicable via the NZX and the Virtual Meeting
details attached will be the exclusive means of attendance.
ENDS
Jason Woolley
Company Secretary
Meridian Energy Limited
For investor relations queries, please contact:
Owen Hackston
Investor Relations Manager
021 246 4772
For media queries, please contact:
Polly Atkins
Senior Communications Specialist
021 174 1715
---
Meridian Energy Limited.
Notice of Annual Shareholder Meeting.
Meridian Energy Limited.
Notice of Annual Shareholder Meeting.
The Annual Shareholder Meeting
of Meridian Energy Limited
(NZ 938552) (ARBN 151 800 396)
The InterContinental Wellington,
Lambton Ballroom,
2 Grey Street,
Wellington, New Zealand
Thursday 1 October 2020,
commencing at 10am.
Provided Wellington is at COVID-19 alert level 1 on
1 October 2020, shareholders may attend in-person or
virtually through the web platform web.lumiagm.com
or by downloading Lumi AGM from the App Store
or Google Play Store for free. The meeting
ID is: 343-042-403.
As the safety of our team and shareholders is our number one
priority, Meridian has made the decision that the in-person
element of the ASM will only go ahead if Wellington is at
COVID-19 alert level 1 on 1 October 2020. Should Wellington
be at COVID-19 alert level 2 or above on 1 October 2020,
the ASM will move to being a virtual meeting only.
If this occurs, Meridian will provide shareholders with as much
notice as is reasonably practicable via the NZX and the Virtual
Meeting details below will be the exclusive means of attendance.
Important dates and times
All times are in New Zealand time.
Vote-eligibility date for voting entitlements
for the Annual Shareholder Meeting:
28 September 2020, 5pm.
Latest time for receipt of postal votes
and proxy forms:
29 September 2020, 10am.
Annual Shareholder Meeting:
1 October 2020, 10am.
3
Meridian Energy Limited.
Notice of Annual Shareholder Meeting.
All shareholders will have the
opportunity to attend and
participate in the 2020 ASM in
person (provided Wellington
is at COVID-19 alert level 1 on 1
October 2020) or virtually via
an internet connection (using
a computer, laptop, tablet
or smartphone). In order to
participate virtually you will
need to either:
• Visit web.lumiagm.com on
your desktop or mobile
device. Ensure that your
browser is compatible –
Lumi AGM supports the latest
version of Chrome, Safari,
Internet Explorer, Edge or
Firefox; or
• Download Lumi AGM from
the App Store or Google Play
Stores for free – search for
Lumi-AGM.
Virtual Meeting
If you have any questions,
or need assistance with
the online process, please
contact Computershare on
+64 9 488 8777 between
8.30am and 5.00pm
Monday to Friday.
Audio will stream through
the selected device, so
shareholders will need to
ensure that they have the
volume control on their
headphones or device
turned up.
Shareholders will be able to
view the presentations, vote
on the resolutions and ask
questions, by using their own
computers or mobile devices.
Shareholders will still be able
to cast a postal vote or appoint
a proxy to vote for them as they
otherwise would, by following
the instructions on the proxy
form and this Notice of
Annual Shareholder Meeting.
Please note that not all
questions may be able to be
answered during the meeting.
Further details of how to
participate virtually are
provided in the accompanying
Virtual Meeting Guide, with
instructions for accessing the
virtual meeting. Shareholders
are encouraged to review this
guide and download the App
prior to the ASM.
Shareholders will require
the meeting ID – which is
343-042-403 – as well as their
CSN/Securityholder Number,
which can be found on their
proxy form, for verification
purposes.
4
Meridian Energy Limited.
Notice of Annual Shareholder Meeting.
Business
A. Chair’s address
B. Chief Executive’s review
C. Shareholder questions
D. Ordinary business
To consider and, if thought
appropriate, pass the following
Ordinary Resolution:
Resolution:
Re-election of Mark Verbiest:
That Mark Verbiest, who retires
by rotation and is eligible for
re-election, be re-elected as
a Director of the Company.
For further detail see
the Explanatory Note.
Following the formal part
of the meeting, the Board
invites shareholders to join
them for light refreshments.
On behalf of the Board
Jason Woolley
Company Secretary
1 September 2020
5
Meridian Energy Limited.
Notice of Annual Shareholder Meeting.
The NZX Listing Rules (Listing
Rules) require that a Director
must not hold office (without
re-election) past the third
annual meeting following his
or her appointment or three
years, whichever is longer.
Accordingly, Mark Verbiest
retires and offers himself for
re-election by shareholders
at this ASM.
The Board has determined,
in its view, that Mark Verbiest
is an Independent Director
(as defined in the Listing Rules).
Explanatory note
Resolution
Re-election of Mark Verbiest
MARK VERBIEST
LLB, CFInstD
Mark Verbiest joined the
Meridian Board in March 2017
and was appointed Chair of
the Board in October 2019.
Mark is an experienced
company director, currently
serving on the boards of
several major companies
and organisations, including:
ANZ Bank New Zealand
Limited, Freightways Limited
(Chairman) and the Advisory
Board to New Zealand
Treasury (Member). He is also
a former board member of the
Financial Markets Authority
and former Chairman of both
Spark New Zealand Limited
and Transpower New Zealand
Limited.
Mark has significant
involvement and experience
in the energy and technology
sectors, as well as capital
markets, in a variety of roles,
over many years.
6
Meridian Energy Limited.
Notice of Annual Shareholder Meeting.
The Board has determined that
as at the close of trading on
28 September 2020 registered
shareholders at that time are
entitled to attend and vote at
the ASM.
The resolution is an ordinary
resolution and will be passed
by a simple majority of more
than 50% of the votes of those
shareholders entitled to vote
and voting on the resolution.
On behalf of the Board, the
Company’s share registrar,
Computershare Investor
Services Limited, is authorised
to receive and count postal
votes at the meeting.
Results of the voting will be
available after the conclusion
of the meeting, and will be
notified to the NZX and ASX.
The only matter being
discussed and voted on at the
ASM is the resolution contained
in this Notice of Meeting. No
motions will be allowed from
the floor.
There are no voting restrictions
on the resolution proposed in
this Notice of Meeting.
Procedural notes
Voting
Casting your vote
You may cast your vote in one
of the three ways described
below. You may abstain from
voting on the resolution:
a) Attending and voting in
person: Due to the COVID-19
pandemic, the Board
encourages shareholders to
participate virtually and vote
via the online web platform
web.lumiagm.com or by
downloading Lumi AGM from
the App Store or Google Play
Store for free. If Wellington is
at COVID-19 alert level 1 on 1
October 2020 and you attend
in person you should bring
your postal proxy/voting form
or your CSN/Securityholder
Number to assist with
registration at the meeting.
b) Casting a postal vote:
A shareholder may cast a postal
vote on the matter to be voted
on at the ASM by voting FOR,
AGAINST or ABSTAIN. Lodge
your postal vote online at
www.investorvote.co.nz, or,
complete step 1 of the
proxy/voting form, sign
where indicated and return to
Computershare in the reply
paid envelope provided.
c) Appointing a proxy:
You may appoint a proxy
to attend the meeting and
vote on your behalf. Visit
www.investorvote.co.nz
to lodge your proxy, or,
complete step 1 and step 2 of
the proxy/voting form, sign
where indicated and return to
Computershare in the reply
paid envelope provided.
Note: The proxy holder does
not need to be a shareholder
of the Company. If you appoint
a Director as your proxy, any
undirected proxies granted
to the Director will be voted
in favour of the relevant
resolutions except that a
Director standing for election
or re-election will abstain
from voting discretionary
proxies in respect of their own
appointment. A body corporate
which is a shareholder may
appoint a representative to
attend the meeting on its
behalf in the same manner as
that in which it can appoint
a proxy.
If you do not name a person as
your proxy (but have otherwise
completed the proxy form
in full) or your named proxy
does not attend the meeting,
the Chair will be appointed
your proxy and will vote in
accordance with your express
direction, and any undirected
votes will (subject to any
restriction(s) set out in the
NZX Listing Rules) be voted
in accordance with the
Chair’s discretion.
If your proxy is not the Chair of
the meeting or a Director and
they intend to join the meeting
remotely please ensure that
you provide their contact
details in the space provided
on the proxy form.
Shareholder questions
Shareholders attending the
meeting virtually or in person
will be given the opportunity to
raise questions. Shareholders
may also submit written
questions. The main themes will
be aggregated and responded
to at the ASM. Written
questions should be sent by
post to the Company Secretary,
Meridian Energy Limited,
PO Box 10840,
Wellington 6143 or by email
to companysecretary@
meridianenergy.co.nz
Meridian Energy Limited
reserves the right not to address
questions that, in the Chair’s
opinion are not reasonable
in the context of an annual
shareholder meeting, or any
written question not received
by the close of business on
24 September 2020.
New Zealand
Computershare
Investor Services Limited
Private Bag 92119
Auckland 1142, New Zealand
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622,
New Zealand
Australia
Computershare
Investor Services Pty Limited
GPO Box 2975
Melbourne, VIC 3001,
Australia
Share Registrar
Details
InterContinental
Wellington
Jervois Quay
Lambton Quay
Grey Street
Customhouse Quay
Featherston Street
Victoria Street
Virtual Meeting/Webcast
We encourage you to attend through the web platform web.lumiagm.com or by downloading
Lumi AGM from the App Store or Google Play Store for free. The meeting ID is: 343-042-403.
If Wellington is at COVID-19 alert level 2 or above, the ASM will only be available online using
the virtual meeting details above. If you are unable to attend the ASM, but would still like to
watch proceedings, you can also visit: www.meridianenergy.co.nz/investors
Meeting venue
Provided Wellington is at COVID-19 alert level 1 on 1 October
2020, the ‘in person’ element of the ASM will be held at the
InterContinental Wellington, Lambton Ballroom, 2 Grey Street,
Wellington Central, New Zealand.
Parking
There is limited concierge
parking available at the venue
for $25 per vehicle per day.
Parking is also available in the
Wilsons car park under the venue.
Important
information
---
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
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 postal vote to be effective it must be received by 10.00am Tuesday 29 September 2020
Turn over to complete the form to vote
If you do not name a person as your proxy (but have otherwise completed the
proxy form in full) or your named proxy does not attend the meeting, the Chair
will be appointed your proxy and will vote in accordance with your express
direction, and any undirected votes will (subject to any restriction(s) set out in the
NZX Listing Rules) be voted in accordance with the Chair’s discretion.
There are no voting restrictions on the resolution proposed in the notice of
meeting.
Signing Instructions for Postal/Proxy 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 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.
Notes
As the safety of our team and shareholders is our number one priority, Meridian
has made the decision that the in-person element of the ASM will only go ahead if
Wellington is at COVID-19 alert level 1 on 1 October 2020. Should Wellington be at
COVID-19 alert level 2 or above on 1 October 2020, the ASM will move to being a
virtual meeting only. If this occurs, Meridian will provide shareholders with as much
notice as is reasonably practicable via the NZX and the Virtual Meeting details
below will be the exclusive means of attendance.
Casting your vote
You may cast your vote in one of the three ways described below. You may abstain
from voting on the resolution.
(a) Attending and voting in person or virtually:
Due to COVID-19, the Board encourages all shareholders to attend the ASM and vote
virtually via the online web platform web.lumiagm.com or by downloading Lumi AGM
from the App Store or Google Play Store for free. If you attend in person you should
bring your proxy/voting form or your CSN/Securityholder Number to assist with
registration at the meeting.
(b) Casting a postal vote:
A shareholder may cast a postal vote on the matter to be voted on at the
ASM by voting FOR, AGAINST or ABSTAIN. Lodge your postal vote online at
www.investorvote.co.nz, or, complete step 1 on the reverse of this proxy/voting form,
sign where indicated and return to Computershare in the reply paid
envelope provided.
(c) Appointing a proxy:
You may appoint a proxy to attend the meeting and vote on your behalf. Visit
www.investorvote.co.nz to lodge your proxy, or, complete step 1 and step 2 on the
reverse of this proxy/voting form, sign where indicated and return to Computershare
in the reply paid envelope provided.
Note: The proxy holder does not need to be a shareholder of the Company. If you
appoint a Director as your proxy, then any undirected proxies granted to the Director
will be voted in favour of the resolution except that Directors standing for election
or re-election will abstain from voting discretionary proxies in respect of their own
appointment. A body corporate which is a shareholder may appoint a representative
to attend the meeting on its behalf in the same manner as that in which it can
appoint a proxy.
Voting Instructions/Ballot Paper
STEP 1
hereby appoint of
or failing him/herof
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the above directions at the InterContinental Wellington, 2 Grey Street,
Wellington Central, New Zealand on Thursday 1 October 2020 commencing at 10:00am (New Zealand Time) and at any adjournment of that meeting.
I/We being a shareholder/s of Meridian Energy Limited
Appointment of Proxy
STEP 2
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.
If you mark the PROXY DISCRETION box above you must appoint a proxy. This may be the chair or any director if you so wish.
Elect Electronic Communications
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
ATTENDANCE SLIP
Annual Shareholder Meeting of Meridian Energy Limited to be
held at the InterContinental Wellington, 2 Grey Street, Wellington
Central, New Zealand on Thursday 1 October 2020 commencing at
10:00am (New Zealand Time).
Signature of Shareholder/s This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
The resolution is stated in brief. Please refer to the Notice of Annual Shareholder Meeting for the full text of the resolution and Explanatory Notes.
For
Against
Abstain
Proxy
Discretion
Ordinary Resolution
1.
That Mark Verbiest, who retires by rotation and is eligible for re-election, be re-elected as a Director of the Company.
If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and email address). If this
information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
---
VOTING AT A GLANCE
STEP 1
Open Lumi AGM and enter the
Meeting ID shown in top right
corner
STEP 2
Enter your username and
password (CSN/Holder Number
and postcode)
STEP 3
When the poll is opened,
click and select your
desired voting direction
Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to either:
>Visit web.lumiagm.com on your desktop or mobile device. Ensure that your browser is compatible—Lumi AGM supports the latest
versions of Chrome, Safari, Internet Explorer, Edge and Firefox; or
>Download Lumi AGM from the App Store or Google Play Stores for free—search for Lumi AGM.
>If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between
8.30am—5.00pm Monday to Friday (New Zealand time).
Shareholders are encouraged to download the app prior to the Annual Meeting if you will be using a mobile device.
VIRTUAL MEETING GUIDE
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
password (postcode).
APPOINTED PROXIES
A username and password will be
provided prior to the meeting.
If you have not received your username
and password, please contact
Computershare on +64 9 488 8777
between 8.30am—5.00pm Monday to
Friday (New Zealand time).
MEETING ID
343-042-403
LOGGING IN
T
o log in, you must have the following information (which can be found on your Shareholder’s Voting and Proxy Form) or you can log in
as a guest if you are a bondholder or not a shareholder in Meridian Energy Limited; however, you will not be able to ask any questions
or vote.
Remote entry to the Annual Meeting will open at 9.45AM NZT
on Thursday 1 October 2020, with the meeting commencing
at 10.00AM NZT.
OVERSEAS RESIDENTS
Username (CSN or Holder Number);
and Password (three-character ISO3
country code) e.g. AUS is the ISO3 code
for Australia.
You can find a full list at
www.computershare.com/iso3
USING LUMI AGM
ACCESSING THE VIRTUAL MEETING
Once you have downloaded Lumi AGM
or entered web.lumiagm.com into your
internet browser, you’ll be prompted
to enter the Meeting ID and accept the
terms and conditions.
You will then be required to enter your:
>username (CSN or Holder number);
>password (postcode, or country code
for overseas residents)
NAVIGATING LUMI AGM
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the broadcast icon at the
bottom of the screen.
NAVIGATING LUMI AGM - DESKTOP
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the ► button to start the
webcast.
WATCHING THE WEBCAST
To watch the webcast, click the black
broadcast bar on screen and push
the ► button to start the webcast.
The video and/or slides will appear
shortly after (dependent on the speed
of your internet connection).
ASKING QUESTIONS
Any shareholder or appointed proxy/
representative attending the meeting
is eligible to ask questions. If you would
like to ask a question, select then
type and submit your question. It will be
sent to the board for an answer.
Please note that not all questions may
be able to be answered during the
meeting. In this case, questions will be
followed up by email after the meeting.
VOTING IN LUMI AGM
Once the poll has been opened, will
appear on the navigation bar at the
bottom of the screen—from here, the
resolution and voting choices will be
displayed.
To vote, simply select your voting
direction from the options shown on
screen. To change your vote, simply
select another direction—you can cancel
your vote by clicking ‘Cancel’.
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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