TIL Logistics Group Annual Meeting

NOTICE OF
2020 ANNUAL
MEETING OF
SHAREHOLDERS
Notice is hereby given that the 2020 Annual Meeting
of Shareholders of TIL Logistics Group Limited
(the “Company” or “TIL Logistics”) will be held in the
Waitangi Room - Novotel New Plymouth Hobson,
Cnr Hobson & Leach Streets, New Plymouth 4310,
New Zealand on Wednesday 28 October 2020,
commencing at 4.00pm.
Dear Shareholder
I am pleased to invite you to TIL Logistics
Group’s 2020 Annual Shareholders’ Meeting
in New Plymouth.
The current environment has demonstrated
the benefits of being a group of scale, with the
ability to invest into health & safety, training,
systems and infrastructure.
While the economic landscape remains
uncertain due to COVID-19, the future outlook
for our company remains positive. We are
confident that, with the work we are doing,
TIL will emerge stronger and better in the
years ahead. Indeed, we should be better
placed than many other businesses in the
‘new normal’, with strong brands and a diverse
customer base across multiple sectors.
The Meeting will be an opportunity for you to
hear from TIL Logistics’ CEO, Alan Pearson,
and myself about the company’s progress over
the last year and our plans for the future.
We look forward to welcoming you to the
Meeeting. Should you be unable to attend,
we invite you to view the Meeting online at:
https://vimeo.com/event/315196.
¢
Trevor D Janes
Chairman

1. CHAIRMAN AND MANAGEMENT PRESENTATIONS
2. SHAREHOLDER DISCUSSION
3. RESOLUTIONS
To consider and, if thought fit, pass the following ordinary resolutions:
RESOLUTION 1
AUDITOR’S REMUNERATION
That the Directors be authorised to fix the fees and
expenses of PricewaterhouseCoopers as the Company’s
auditor.
RESOLUTION 2
RE-ELECTION OF DIRECTOR
That Danny Chan, who retires as a Director and, being
eligible, offers himself for re-election by shareholders,
be re-elected as a Director of the Company.
Further information relating to the resolutions is set out in the Explanatory Notes
to this Notice of Meeting.
4. OTHER BUSINESS
The Board of TIL Logistics invites attendees to join them for light refreshments
at the end of the Meeting.
By Order of the Board of Directors
Charles Bolt
Company Secretary
RESOLUTION 1: FIX THE REMUNERATION OF THE
AUDITOR
Pursuant to section 207T of the Companies Act
1993, PricewaterhouseCoopers is automatically
reappointed as auditor of the Company at the
Annual Meeting. This resolution authorises
the Board to fix the fees and expenses of
PricewaterhouseCoopers as the Company’s auditor
in accordance with section 207S of the Companies
Act 1993.
RESOLUTION 2: RE-ELECTION OF DANNY CHAN
AS A DIRECTOR
In accordance with NZX Listing Rule 2.7.1, a director
must not hold office (without re-election) past
the third annual meeting following the director’s
appointment or three years, whichever is longer.
TIL Logistics currently has three directors who
are due for re-election in 2021. To facilitate a
more orderly re-election process, the Board has
determined that one director will stand for re-
election this year.
Therefore, Danny Chan retires and stands for
re-election by shareholders. The Board has
determined that Danny is an Independent Director
and unanimously supports his election.
Danny was appointed to the TLL Board on
6 December 2017. He holds a number of
directorships with companies including
Marlborough Wines Estate as well as numerous
companies associated with his private investments
both in New Zealand and Asia. He is a member of
the NZ China Executive Advisory Council and was
a member of the Department of Prime Minister and
Cabinet - China Project Advisory Group. During the
year, Danny completed his term as a member of the
NZ Markets Disciplinary Tribunal.
The Board unanimously recommends that
shareholders vote in favour of Resolutions 1 and 2.
ENTITLEMENT TO VOTE
The only persons entitled to vote at the Annual
Meeting are registered shareholders of the
company at 4.00pm on 26 October 2020 and only
the shares registered in those shareholders’ names
at the time may be voted at the Meeting in person
or by proxy.
PROXIES AND CORPORATE REPRESENTATIVES
Any shareholder who is entitled to vote at the
Annual Meeting may appoint a proxy (or in the case
of a corporate shareholder, a representative) to
attend and vote on their behalf. A proxy does not
have to be a shareholder in the Company.
A shareholder may appoint the Chairman of the
Meeting, or another person, to act as proxy.
A shareholder wishing to appoint a proxy can do
so by:
■
completing the accompanying Proxy/Voting
Form and returning it by mail or fax to Link
Market Services Limited; or
■
appointing a proxy online at:
https://investorcentre.linkmarketservices.co.nz/
voting/TLL in accordance with the instructions
set out in the accompanying Proxy/Voting Form,
so as to ensure it is received by 4.00pm on Monday
26 October 2020 (being 48 hours before the time
for holding the Annual Meeting).
If you appoint a proxy, you may either direct your
proxy how to vote for you or you may give your
proxy discretion to vote as s/he sees fit. If you
wish to give your proxy discretion, you must mark
the appropriate boxes to grant your proxy that
discretion. 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.
If, in appointing a proxy, you do not name a person
as your proxy (either online or on the Proxy/Voting
Form that is lodged with Link Market Services
Limited) or your named proxy does not attend the
meeting, the Chairman of the meeting will be your
proxy and may only vote in accordance with your
express direction.
Please see the Proxy/Voting Form for further
details and instructions.
EXPLANATORY NOTES
PROCEDURAL NOTES
AGENDA

RESOLUTIONS
Resolutions 1 and 2 are Ordinary Resolutions and
require approval by a simple majority (greater
than 50%) of the votes of those shareholders
entitled to vote and voting on the resolution.
WEBCAST
Shareholders will be able to view the meeting
online at https://vimeo.com/event/315196.
Please note that shareholders viewing the
webcast will be unable to ask questions or vote
online.
QUESTIONS
The Company offers a facility for shareholders to
submit questions to the Board in advance of the
Annual Meeting. Questions should be relevant
to matters at the Annual Meeting, including
matters arising from the financial statements,
general questions regarding the performance of
the Company, and questions which relate to the
resolutions. The Company has the discretion as to
which of these questions will be addressed at the
Annual Meeting.
If you cannot attend the Annual Meeting but
would like to ask a question, you can submit a
question online by going to:
https://investorcentre.linkmarketservices.co.nz/
voting/TLL and completing the online validation
process or complete the question section on the
accompanying Proxy Form. Questions will need to
be submitted by 4.00pm on Monday 26 October
2020.
PRESENTATIONS
The Chairman and Management presentations
from the 2020 Annual Meeting will be released
to the NZX and published on the Company
website at the link set out below. A summary
of the proceedings will be available as soon as
practicable following the close of the Annual
Meeting on the Company website at:
https://www.til.kiwi/investor-centre/shareholder-
meetings.
SHAREHOLDER REPORTS
A copy of TIL Logistics Group’s latest Shareholder
Reports are publicly available, and copies of our
future Shareholder Reports (including for the
current accounting period) will be available, on
our website at: https://www.til.kiwi/investor-
centre/shareholder-reports.
You may, at any time, request a free copy of the
most recent and future Shareholder Reports. If
you wish to request a free copy, please update
your communication preferences by visiting the
Link Investor Centre at:
https://investorcentre.linkmarketservices.co.nz
Alternatively, your request can be emailed to
operations@linkmarketservices.co.nz (Please
use “TIL Logistics Group Report” as the subject
line for easy identification) or by contacting
Link using the phone or fax details set out in the
accompanying Proxy/Voting Form.