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2020 Annual Meeting

AGM8 September 2020IPRReal Estate

8 September 2020

Dear Shareholder



Please find enclosed notice of the 2020 Southern Charter Financial Group Limited (SNC) AGM which

will be held on 22 September 2020 at Hampton Downs Motorsport Park, 20 Hampton Downs Rd, Te

Kauwhata, Waikato, starting at 12.30pm. Shareholder registration opens at 12.25pm.



The enclosed shareholder voting form has detailed instructions on how shareholders may lodge their

vote, or appoint a proxy to vote on their behalf if they are unable to attend.


Shareholders may submit specific questions to the Board in advance of the AGM by emailing me at

josephvanwijk@xtra.co.nz.


I look forward to seeing you at the meeting.





Joseph van Wijk

Independent Director

2

NOTICE OF ANNUAL MEETING


Notice is hereby given that the 2020 annual meeting of shareholders of Southern Charter Financial

Group Limited (SNC) will be held on at 22 September 2020 at Hampton Downs Motorsport Park, 20

Hampton Downs Rd, Te Kauwhata, Waikato, starting at 12.30pm. Shareholder registration opens at

12.25pm.

AGENDA

A. Chairman’s introduction.

B. Presentation to shareholders.

C. Shareholder discussion.

D. Resolutions.

RESOLUTIONS


To consider and, if thought fit, to pass the following Ordinary Resolutions:


1. Re-election of Joseph van Wijk: That Mr Joseph van Wijk, who retires in accordance with

NZX Listing Rule 2.7.1, and being eligible for re-election, be re-elected as a director of SNC.


2. Auditors: That the Board is authorised to fix the auditor’s remuneration.


Other Business

To consider any other matter that may properly be brought before the meeting.


Proxies

Any shareholder of SNC who is entitled to attend and vote at the meeting may appoint a proxy to

attend and vote on their behalf. A corporation which is a shareholder may appoint a representative to

attend the meeting on its behalf in the same manner as it could appoint a proxy. A proxy does not

need to be a shareholder of SNC. The Chairman of the Meeting (Joseph van Wijk) and any of the

Directors are prepared to act as proxy. Where they are appointed as discretionary proxy, they intend

to vote in favour of all of the Resolutions.

To appoint a proxy you should complete and sign the enclosed Proxy Form and either return it by

delivery, mail, email or fax to the share registrar of SNC:

By delivery:

Southern Charter Financial Group Limited

C/- Link Market Services Limited

Level 11, Deloitte Centre

80 Queen Street

Auckland

By mail:

Southern Charter Financial Group Limited

C/- Link Market Services Limited

PO Box 91976

Auckland 1142

By email:

meetings@linkmarketservices.com (please put the words “Southern Charter

Financial Group Limited Proxy Form” in the subject line for easy identification)

By fax:

+64 9 375 5990


You may also lodge your proxy online at https://investorcentre.linkmarketservices.co.nz/voting/SNC

You will require your CSN/Holder Number and FIN to complete your proxy appointment. A shareholder

will be taken to have signed the Proxy Form by lodging it in accordance with the instructions on the

website.

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The completed Proxy Form must be received by Link Market Services no later than 48 hours before

the meeting, being 12.30pm on 20 September 2020. Online proxy appointments must also be

completed by this time. Registered shareholders at that time will be the only persons entitled to vote at

the meeting and only the shares registered in those shareholders’ names at that time may be voted at

the meeting.

Ordinary Resolutions

Resolutions 1 and 2 are ordinary resolutions. An ordinary resolution is passed by a simple majority of

votes of those shareholders entitled to vote and are voting on the resolutions in person or by proxy.


EXPLANATORY NOTES


Resolution 1: Re-election of Joseph van Wijk


Joseph van Wijk, who retires from office by rotation and, being eligible, offers himself for re-election.

The Board considers Mr van Wijk to be an Independent Director.


Mr van Wijk is a New Zealand qualified Chartered Accountant and has a diverse range of international

experience in investment, accounting, taxation and financial roles including mergers and acquisitions

in the UK and the USA. He is a director of publicly listed Senior Trust Retirement Village Listed Fund

as well as Southern Charter Financial Group Limited. Joseph has a Bachelor of Business from New

Zealand and a Master of Business Administration from the United Kingdom.


The Board unanimously recommends that shareholders vote in favour of Mr van Wijk’s re-election as

Director.


Resolution 2: Auditors


BDO is automatically reappointed as auditor under section 207T of the Companies Act 1993. This

resolution authorises the Board to fix the fees and expenses of the auditor.

---

LODGE YOUR PROXY
Online:

https://investorcentre.linkmarketservices.co.nz/voting/SNC

Scan & email:

meetings@linkmarketservices.co.nz Mail:

Fax: +64 9 375 5990 Use the enclosed reply paid

Deliver: envelope or address to :

Link Market Services Link Market Services

Level 11, Deloitte Centre, PO Box 91976

80 Queen Street, Auckland 1010 Auckland 1142

Scan this QR code with your smartphone and vote online


General Enquiries

+64 9 375 5998 enquiries@linkmarketservices.com




PROXY FORM FOR THE 2020 ANNUAL MEETING

The Southern Charter Financial Group Limited Annual Meeting of Shareholders will be held at Hampton Downs Motorsport

Park, 20 Hampton Downs Rd, Te Kauwhata, Waikato, on Tuesday, 22 September 2020 commencing at 12:30pm.


APPOINTMENT OF PROXY

If you are a shareholder entitled to attend and vote at the

Annual Meeting, you are entitled to appoint a proxy or, in

the case of a corporate shareholder, a representative to

attend and vote instead of you. This Proxy Form may be

completed online, mailed, delivered, faxed or scanned and

emailed in accordance with the instructions above.

A proxy can be any person of your choice and does not

have to be a shareholder of Southern Charter Financial

Group Limited. If you wish, you can appoint the Chairman

of the Meeting as your proxy. The Chairman will vote in

accordance with your instructions. If you return this form

without appointing a proxy, but have indicated on this form

how you wish to vote, the Chairman of the meeting will vote

in accordance with your express instructions.


VOTING OF YOUR HOLDING

Direct your proxy how to vote by making the appropriate

election in respect of each item of resolutions. If you elect

“proxy discretion” on any resolution, you are directing your

proxy or representative to decide how to vote on that

resolution on your behalf. If you elect “abstain” box on any

resolution, you are directing your proxy or representative not

to vote on that resolution. If you make more than one

election in respect of a resolution your vote will be invalid on

that resolution. 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.


PROXY DISCRETION

If you appoint the Chairman of the Meeting or any other

Director as your proxy and also elect “proxy discretion”, you

acknowledge that they may exercise your vote even if they

have an interest in the outcome of that resolution. The

Chairman of the Meeting and the Directors intend to vote all

discretionary proxies in favour of all resolutions.

ATTENDING THE MEETING

If you wish to attend and vote at the meeting, please bring

this Proxy Form with you to the meeting to assist with your

registration.



SIGNING INSTRUCTIONS FOR PROXY FORMS

Individual

Where the holding is in one name, the security holder

must sign.


Joint holding

This Proxy Form may be signed by either, or on behalf of,

the joint shareholders (or their duly authorised attorney).


Company

This Proxy Form must be signed by a duly authorised officer

or attorney. Persons who sign on behalf of a company must

be acting with the company’s express or implied authority.


Power of Attorney

If this Proxy Form has been signed by an attorney, a copy of

the power of attorney under which it was signed (if not

previously provided to the Registrar), and a signed certificate

of non-revocation of the power of attorney must accompany

this Proxy Form.



For your proxy to be effective it must be lodged with Link

Market Services by no later than 12:00pm Sunday

20 September 2020.


Go online to https://investorcentre.linkmarketservices.co.nz/voting/SNC to appoint your proxy, or

turn over to complete the form.

SOUTHERN CHARTER FINANCIAL

GROUP LIMITED

PROXY/CORPORATE REPRESENTATIVE FORM

STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF

I / We being a shareholder(s) of Southern Charter Financial Group Limited


hereby appoint

of




or failing him/her

of


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 Shareholders of Southern Charter Financial Group Limited to be held at Hampton Downs Motorsport Park, 20

Hampton Downs Rd, Te Kauwhata, Waikato on Tuesday 22 September 2020 commencing at 12:30pm and at any adjournment

of that meeting.


STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS


ORDINARY RESOLUTIONS



1. That Mr Joseph van Wijk, who retires in accordance with NZX

Listing Rule 2.7.1, and being eligible for re-election, be re-

elected as a director of SNC.



2. That the Board is authorised to fix the auditor’s remuneration.




FOR





AGAINST





ABSTAIN PROXY

DISCRETION

And to vote on any resolution to amend the resolutions, on any resolution so amended, and on any other resolution proposed at

the meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy will vote as he/she thinks fit.The proxy

is appointed only in respect of the above meeting or any adjournment thereof.


SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed.


Shareholder 1 Shareholder 2 Shareholder 3




or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney



Contact Name Contact Daytime Telephone Date



Electronic Investor Communications:

If you received the Notice of Meeting & Proxy by mail and wish to receive your future investor communications by email please

provide your email address below.

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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