Notice of Meeting and Proxy Form
NOTICE OF ANNUAL
MEETING 2O2O
Notice is hereby given that the annual meeting of
shareholders of EBOS Group Limited (the Company)
(Annual Meeting) will be held at Addington Raceway
& Events Centre, 75 Jack Hinton Drive, Christchurch
on 13 October 2020, commencing at 2.00pm.
COVID-19 IMPLICATIONS
The Company is closely monitoring restrictions in New Zealand as
a result of the COVID-19 pandemic. Having regard to the health
and safety of our stakeholders and people, if the alert level is
expected to be above Level 1 in any region of New Zealand on the
date of the Annual Meeting, the Company may elect to hold this
Annual Meeting as an online only meeting. In such circumstances,
the Company will provide shareholders with as much notice as
is reasonably practicable by way of an announcement to the
NZX and ASX and on the Company’s website including providing
details of how to participate in an online meeting.
GENERAL BUSINESS
1 To consider and receive the annual report and the financial
statements for the year ended 30 June 2020 and the audit
report thereon.
To consider and if thought fit, pass the following ordinary
resolutions 1 to 4:
2 Resolution 1 – Re-election of Director
It is hereby resolved that Nicholas Dowling be re-elected as a
director of the Company.
3 Resolution 2 – Re-election of Director
It is hereby resolved that Sarah Ottrey be re-elected as a
director of the Company.
4 Resolution 3 – Re-election of Director
It is hereby resolved that Stuart McGregor be re-elected as a
director of the Company.
5 Resolution 4 - Auditor’s remuneration
It is hereby resolved that the directors of the Company be
authorised to fix the fees and expenses of Deloitte as auditor
of the Company.
6 To consider any other business that can be properly brought
before the meeting.
Please see explanatory notes for further information regarding
Resolutions 1 to 4.
By Order of the Board
Elizabeth Coutts
Chair
10 September 2020
EXPLANATORY NOTES
Resolution 1
Re-election of Director - Nicholas Dowling
Mr Dowling (BCA (Hons), BA) was appointed as a director by the
Board effective 1 February 2020.
Mr Dowling is currently the Chief Operating Officer at Balmoral
Australia, a family office engaged in the tourism, wine, maritime
services and investment sectors. Prior to Balmoral Australia,
Mr Dowling was Managing Director and CEO, Australia and New
Zealand, at New Hope Group Co. Ltd, a private Beijing based
corporation engaged in agribusiness and food, real estate and
infrastructure, chemicals, finance and investment. He has also
held senior roles at UBS, Goldman Sachs, JP Morgan and Morgan
Stanley. He currently sits on the Advisory Board of AEH Group and
is a director of a number of Balmoral Australia companies.
The Board considers Nicholas Dowling is an Independent Director
as referred in the NZX Listing Rules.
Pursuant to NZX Listing Rule 2.7.1 and ASX Listing Rule 14.4,
a director appointed by the Board must not hold office (without
re-election) past the next annual meeting following the Director’s
appointment.
Mr Dowling retires in accordance with NZX Listing Rule 2.7.1 and
ASX Listing Rule 14.4, and offers himself for re-election.
Resolution 2
Re-election of Director - Sarah Ottrey
Ms Ottrey (BCOM) was appointed as a director on 18 September
2006. She is a member of the Remuneration Committee.
Ms Ottrey is Chair of Whitestone Cheese Limited and a director
of Skyline Enterprises Limited and its subsidiaries, Mount Cook
Alpine Salmon Limited, Christchurch International Airport Ltd and
Sarah Ottrey Marketing Limited. She is a past board member of
the Public Trust and the Smiths City Group. Sarah has held senior
marketing management positions with Unilever and Heineken.
The Board considers Sarah Ottrey is an Independent Director as
referred in the NZX Listing Rules.
Pursuant to NZX Listing Rule 2.7.1 and ASX Listing Rule 14.4,
a director must not hold office without re-election past the third
annual meeting following the director’s appointment, or 3 years,
whichever is longer.
Ms Ottrey retires in accordance with NZX Listing Rule 2.7.1 and
ASX Listing Rule 14.4, and offers herself for re-election.
Resolution 3
Re-election of Director – Stuart McGregor
Mr McGregor (BCOM, LLB, MBA) was appointed as a director on
5 July 2013. He is a member of the Audit and Risk Committee.
Mr McGregor is a director of Symbion Pty Ltd and other EBOS
Group subsidiaries.
NOTICE OF ANNUAL
MEETING 2O2O
Over the last 30 years, Mr McGregor has been Company
Secretary of Carlton United Breweries, Managing Director of
Cascade Brewery Company Limited in Tasmania and Managing
Director of San Miguel Brewery Hong Kong Limited. In the public
sector, he served as Chief of Staff to a Minister for Industry and
Commerce in the Federal Government and as Chief Executive of
the Tasmanian Government’s Economic Development Agency.
He was formerly a director of Primelife Limited and Donaco
International Limited.
Mr McGregor was educated at the University of Melbourne and
the London School of Business Administration, gaining degrees
in Commerce and Law. He also completed a Masters of Business
Administration at the University of Melbourne.
The Board considers Stuart McGregor is not an Independent
Director as referred in the NZX Listing Rules.
Pursuant to NZX Listing Rule 2.7.1 and ASX Listing Rule 14.4,
a director must not hold office without re-election past the third
annual meeting following the director’s appointment, or 3 years,
whichever is longer.
Mr McGregor retires in accordance with Listing Rule 2.7.1 and ASX
Listing Rule 14.4, and offers himself for re-election.
Resolution 4
Auditor’s remuneration
Deloitte is automatically reappointed as the auditor of the
Company under section 207T of the Companies Act 1993.
Pursuant to section 207S of the Companies Act 1993, this
resolution authorises the directors to fix the fees and expenses
of the auditor.
ATTENDANCE
All shareholders are entitled to attend and (subject to the
exception set out in the next paragraph) vote at the meeting or
to appoint a proxy, attorney or representative (in the case of a
corporate shareholder) to attend and vote on their behalf.
Except as set out in the NZX Listing Rules issued by NZX Limited,
the ASX Listing Rules issued by ASX Limited and the Company’s
constitution, there are no voting restrictions which prevent any
shareholder from voting on any of the resolutions.
If a physical meeting is held:
• the Company will make available an audio webcast of the
Annual Meeting with details of the webcast to be released via an
NZX and ASX announcement prior to the meeting; and
• having regard to the New Zealand and/ or Australian travel
restrictions in place at the time of the Annual Meeting,
shareholders are advised that some directors and senior
management of the Company may attend the meeting by
audio or video means. This is likely to include Australian-based
directors that are retiring and seeking re-election and the Chief
Executive Officer.
VOTING
Voting on all resolutions put before this Annual Meeting will be
by poll. Results of voting will available after the conclusion of the
Meeting, and will be notified on NZX and ASX.
PROXIES
A proxy form is enclosed with this notice.
If you do not plan to attend the Annual Meeting, you may appoint
a proxy. The Chairman of the Annual Meeting is willing to act as
a proxy for any shareholder who appoints that person for that
purpose. To do this, enter “the Chairman” or the name of your
proxy in the space allocated in “Step 1” of this form. Alternatively
you can appoint a proxy online at www.investorvote.co.nz.
If in appointing your proxy, you do not name a person as your
proxy (either online or on the proxy form), or your named proxy
does not attend the meeting, the Chairman of the Annual Meeting
will be your proxy and may vote only in accordance with your
express direction. ASX Listing Rule 14.2.2 requires the Company
to state how the Chairman will vote undirected (discretionary)
proxies. The Chairman will vote all undirected proxies in favour of
the resolutions.
Please note: For shareholders who elected to receive a hard copy
of the Annual Report, this will be mailed separately.
---
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. The Chairman of
the meeting is willing to act as a proxy for any shareholder who appoints him or her
for that purpose. To do this, enter ‘the Chairman’ or the name of your proxy in the
space allocated in ‘Step 1’of this form. Alternatively you can appoint a proxy online at
www.investorvote.co.nz.
If in appointing your proxy, you do not name a person as your proxy (either online or
on this proxy form), or your named proxy does not attend the meeting, the Chairman
of the meeting will be your proxy and may vote only in accordance with your express
direction. ASX Listing Rule 14.2.2 requires the Company to state how the Chairman
will vote undirected proxies. The Chairman will vote all undirected proxies in favour of
the resolutions.
Voting of your Holding
Direct your proxy how to vote by marking one of the boxes opposite each item of business.
If you do not mark a box your proxy may vote as they choose. If you mark more than one
box on an item your vote will be invalid on that item.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate securityholder or
proxy is to attend the meeting you will need to provide the appropriate “Certificate of
Appointment of Corporate Representative” prior to admission.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
Where the holding is in more than one name, all of the securityholders 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 with this Proxy Form.
Companies
This form must 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.
Go online to lodge your proxy or turn over to complete the form
Lodge your 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/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Proxy/Voting Form
Lodge 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 to be effective it must be received by 2:00pm Sunday 11 October 2020
Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
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 following directions at the Annual Meeting of Shareholders of EBOS
Group Limited to be held at the Addington Raceway & Events Centre, 75 Jack Hinton Drive, Christchurch on Tuesday, 13 October 2020 at 2:00pm and at any
adjournment of that meeting.
I/We being a shareholder/s of EBOS Group Limited
Appoint a Proxy to Vote on Your Behalf
STEP 1
Proxy
Discretion
Items of Business - Voting Instructions/Ballot Paper
STEP 2
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in
computing the required majority.
or failing him/her, or if no person is named, the Chairman of the meeting
Ordinary Resolution
1.
It is hereby resolved that Nicholas Dowling be re-elected as a director of the Company.
2.
It is hereby resolved that Sarah Ottrey be re-elected as a director of the Company.
3.
It is hereby resolved that Stuart McGregor be re-elected as a director of the Company.
4.
It is hereby resolved that the directors of the Company be authorised to fix the fees and expenses of Deloitte as
auditor of the Company.
For
Against
Abstain
ATTENDANCE SLIP
Annual Meeting of Shareholders of EBOS Group Limited to be held
at the Addington Raceway & Events Centre, 75 Jack Hinton Drive,
Christchurch on Tuesday, 13 October 2020 at 2:00pm
Signature of Securityholder(s) This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
Securityholder 1Securityholder 2 Securityholder 3
Contact Name Contact Daytime Telephone Date
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.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- AFC — AFC Group Holdings Limited: Notice of Annual Meeting and Proxy Voting Form2020-09-18
“AFC | AFC Group Holdings Limited | 2020-09-18 | MEETING | Notice of Annual Meeting and Proxy Voting Form…”