EBOS Group Limited/Announcement
EBOS Group Limited logo

Notice of Meeting and Proxy Form

AGM10 September 2020EBOHealthcare

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.