Notice of Annual Shareholders’ Meeting
NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
2020
Dear Shareholder
We invite you to join us for
the Annual Meeting of the
Shareholders of New Zealand
King Salmon Investments Limited
(“NZKS”) to be held online at:
www.web.lumiagm.com
Meeting ID: 347-712-551
Tuesday 3 November 2020
2:00pm NZT
Participating in the meeting
Given the uncertainty around the Covid-19 environment, the Annual
Shareholders Meeting will be held online only. Shareholders will be able to
listen to and view the presentation, ask questions and cast their vote from
their own computers, mobiles or similar devices. We also invite questions in
advance of the meeting to: investor@kingsalmon.co.nz
If you do not plan to participate in the Annual Shareholders Meeting, I
encourage you to vote by either casting your vote online in advance of the
meeting, completing and returning the postal voting form in advance of
the meeting, or appointing a proxy to vote on your behalf at the meeting.
Please note that online votes, postal votes and proxy nominations must
reach Computershare by 2:00pm NZT on Sunday 1 November 2020.
Please view the Voting and Virtual Meeting guides included in this Notice
of Meeting for further information on voting and logging into the meeting.
ORDINARY RESOLUTIONS
1
That the Board is authorised to fix the auditor’s remuneration
for the coming year.
A
CHAIRMAN’S
ADDRESS
B
MANAGING
DIRECTOR’S
ADDRESS
C
ORDINARY
RESOLUTIONS
D
GENERAL
BUSINESS
2
Having been appointed during the year by the Board and
holding office only until the Annual Meeting, that Catriona
Macleod be elected as a Director.
3
Having retired in accordance with NZX Listing Rule 2.7.1,
that Jack Porus be elected as a Director.
4
Having retired in accordance with NZX Listing Rule 2.7.1,
that Paul Steere be elected as a Director.
Further information relating to the ordinary resolutions
is set out in the Explanatory Notes accompanying this
Notice of Meeting. Please read and consider these
resolutions together with the notes.
By order of the Board.
John Ryder
Chairman
2nd October 2020
ITEMS OF BUSINESS
EXPLANATORY NOTES
THESE NOTES FORM PART OF THE NOTICE OF ANNUAL MEETING
An ordinary resolution is a resolution approved by a majority of
more than 50% of votes of those shareholders entitled to vote
and voting on the resolution.
ORDINARY RESOLUTION 1
APPOINTMENT AND REMUNERATION OF AUDITOR
Section 207T of the Companies Act 1993 provides that a
company’s auditor is automatically re-appointed unless there
is a resolution or other reason for the auditor not to be re-
appointed. The Company wishes Ernst & Young to continue as
the Company’s auditor, and Ernst & Young has indicated its
willingness to do so.
Section 207S of the Companies Act 1993 provides that the fees
and expenses of the auditor are to be fixed in such a manner
as the Company determines at the Annual Meeting. The Board
proposes that, consistent with past practice, the auditor’s fees
be fixed by the Directors. The Board unanimously recommends
that shareholders vote in favour of Resolution 1.
ORDINARY RESOLUTION 2
ELECTION OF DIRECTOR APPOINTED SINCE
THE LAST ANNUAL MEETING
Catriona Macleod was appointed as Director of NZKS by
the Board on 26 February 2020. Under NZX Listing Rule 2.7.1,
Catriona Macleod must retire from office at the 2020 Annual
Meeting. Being eligible, she offers herself for election.
The Board unanimously supports the election
of Catriona Macleod.
After considering the factors outlined in the NZX Corporate
Governance Code that may impact director independence, the
Board considers that Catriona Macleod will be an Independent
Non-Executive Director.
Catriona Macleod
GIBio, MSc, PhD, GAICD
Associate Professor Catriona Macleod is a senior scientist with
more than 20 years’ experience in marine resource, water
and aquaculture management. She has provided advice and
recommendations to inform regulatory policy and the strategic
development of sustainable aquaculture activities in Australia
and internationally. Her advice is frequently sought on marine
and coastal environmental issues, both within Australia
and overseas. She has a keen interest in natural resource
management, and especially in finding innovative solutions for
equitable and sustainable resource allocation. She was a finalist
in the Australian Rural Woman of the Year Awards 2010 and
was nominated for the Tasmanian Scientist of the Year in 2012.
In 2019 her salmon interactions research team took out the
prestigious University of Tasmania Medal for Research Excellence,
in recognition of their exceptional science and influence on the
development of sustainable salmon farming practices.
EXPLANATORY NOTES
THESE NOTES FORM PART OF THE NOTICE OF ANNUAL MEETING
ORDINARY RESOLUTION 3
ELECTION OF DIRECTOR
Jack Porus was re-elected to the Board on 7 November 2017,
and is now required to retire in accordance with NZX Listing
Rule 2.7.1, which prohibits a director from holding office (without
re-election) for longer than 3 years or 3 annual meetings,
whichever is longer. Being eligible, Jack Porus offers himself
for re-election.
The Board unanimously supports the re-election of Jack Porus.
After considering the factors outlined in the NZX Corporate
Governance Code that may impact director independence, the
Board considers that Jack Porus will be a Non-Executive Director.
Term of office: First appointed to the Board in 2008, last
re-elected on 7 November 2017.
Jack Porus
BCom, LLB
Jack has been a director of New Zealand King Salmon since 2008.
Jack is Joint Managing Partner of law firm Glaister Ennor which
he joined in 1972. Jack has practiced in all areas of property law,
commercial law, trusts and estate planning. Jack is currently
the Chairman of Pinnacle Life Limited and a director of Neil
Corporation Limited, Norfolk Financial Management Limited as
well as other substantial private businesses, and is a trustee of
numerous personal and charitable trusts. Jack is a nominated
appointee for major New Zealand King Salmon shareholder
Oregon Group.
ORDINARY RESOLUTION 4
ELECTION OF DIRECTOR
Paul Steere was re-elected to the Board on 7 November 2017,
and is now required to retire in accordance with NZX Listing Rule
2.7.1, which prohibits a director from holding office (without re-
election) for longer than 3 years or 3 annual meetings, whichever
is longer. Being eligible, Paul Steere offers himself for re-election.
The Board unanimously supports the re-election of Paul Steere.
After considering the factors outlined in the NZX Corporate
Governance Code that may impact director independence, the
Board considers that Paul Steere will be an Independent Non-
Executive Director.
Term of office: First appointed to the Board in 2009, last re-
elected on 7 November 2017.
Paul Steere
Paul was the founding CEO of New Zealand King Salmon from
its formation and has been a director of New Zealand King
Salmon since 2009. Paul is currently Chairman of Nelson Airport
Limited, Chairman of Allan Scott Wines, and Chairman of the
Aquaculture Advisory Group South Pacific Community. He was
recently made a Chartered Fellow of the New Zealand Institute
of Directors.
Voting on all resolutions shall be by way of poll. Your rights to
vote may be exercised by:
• Attending the meeting online and voting; or
• Voting online in advance of the meeting; or
• Completing and returning the postal voting form in advance
of the meeting; or
• Appointing a proxy (representative) to attend the meeting
and vote on your behalf.
Voting at the meeting
If you are attending the online meeting you will be able to follow
the on-screen prompts to cast your vote on the day. For more
information on voting at the meeting please see the Virtual
Meeting Guide which accompanies this Notice of Meeting.
Voting online in advance of the meeting
You may cast your vote online by following the instructions
below:
• Visit the InvestorVote website at www.investorvote.co.nz
• Enter your postcode (if in New Zealand) or country of
residence (if outside New Zealand) and click the login button
• Follow the prompts to cast your vote online
Online votes must be received no later than 2:00pm NZT on
Sunday 1 November 2020.
For any assistance with the online process, shareholders may
contact Computershare Investor Services on +64 9 488 8777
between 8:30am - 5:00pm NZT Monday to Friday.
Completing and returning the postal
voting form
Postal voting instructions are included on the Voting Form
which accompanies this Notice of Meeting. You can complete
and send the Voting Form by post so that your vote is received
by Computershare no later than 2:00pm NZT on Sunday 1
November 2020.
The Chief Financial Officer, Andrew Clark, has been authorised
by the Board to receive and count postal votes at the meeting.
Appointing a proxy (representative) to vote on
your behalf
If you are not attending the meeting, you are able to appoint
a proxy (representative) to attend the meeting and vote on
your behalf. The proxy does not need to be a shareholder of the
company.
You can appoint a proxy online by following the instructions
below:
• Visit the InvestorVote website at www.investorvote.co.nz
• Enter your postcode (if in New Zealand) or country of
residence (if outside New Zealand) and click the login button
• Follow the prompts to appoint your proxy online
Alternatively you can complete the postal proxy nomination
form which accompanies this Notice of Meeting and return it by
post so that your nomination is received by Computershare no
later than 2:00pm NZT on Sunday 1 November 2020.
You may appoint the Chair of the meeting as your proxy. The
Chair of the meeting intends to vote any discretionary proxies in
favour of the resolutions. If your named proxy does not attend
the meeting or you have ticked the proxy discretion box but not
named a proxy, you will be deemed to have appointed the Chair
of the meeting as your proxy.
Questions in advance of the meeting
To assist the Board to provide answers to questions from
shareholders, NZKS is offering the option for shareholders to
submit questions in advance of the meeting. Questions should
relate to matters that are relevant to the Annual Meeting
including matters arising from the financial reports and
any general questions regarding the performance of NZKS.
Individual responses to questions will not be provided, but at
the Annual Meeting the Chairman will endeavour to address
commonly raised questions.
Please email your questions to: investor@kingsalmon.co.nz
VOTING
THESE NOTES FORM PART OF THE NOTICE OF ANNUAL MEETING
Eligibility to vote
Any shareholder whose
name is recorded in the
NZKS share register at 5pm
on Friday 30 October 2020
is entitled to attend the
Annual Meeting and vote.
---
VIRTUAL MEETING
Given the uncertainty around the COVID-19 environment, the NZ King Salmon Annual Meeting will be held online only.
All shareholders will have the opportunity to attend and participate in the Annual Meeting online via an internet connection (using a computer,
laptop, tablet or smartphone). The virtual meeting will be accessible on both desktop and mobile devices.
Please refer to the Virtual Meeting Guide 2020 that accompanies this Proxy/Postal Voting Form.
Turn over to complete the form to vote
Signing Instructions for Postal 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 also 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.
Attendance and voting
Voting on all resolutions put before the meeting shall be by way of poll.
Shareholders are encouraged to cast a postal or online vote or appoint a proxy
to exercise their vote on their behalf if they cannot attend the virtual meeting.
You may cast your vote in one of the four ways described below. You may
abstain from voting on one or more of the resolutions.
(a) Online
Lodge your postal vote or proxy online at www.investorvote.co.nz
(b) Casting a postal vote
You may cast a postal vote on one or more of the resolutions by completing the
FOR, AGAINST or ABSTAIN boxes in ‘Step 1’ overleaf, signing this voting form
and returning it to the share registrar.
(c) Appointing a proxy
You may appoint a proxy to attend the virtual meeting and either direct the proxy as
to how to vote or give the proxy discretion as to how to vote on the resolutions by
completing the FOR, AGAINST, ABSTAIN or PROXY DISCRETION box on ‘Step 1’
overleaf, completing the appointment of proxy details in ‘Step 2’ overleaf,
signing this Voting Form and returning it to the share registrar. The proxy need
not be a shareholder of the Company. You may appoint the Chair of the meeting
as your proxy. The Chair of the meeting intends to vote any discretionary
proxies in favour of the resolutions. If your named proxy does not attend the
virtual meeting or you have ticked the proxy discretion box but not named a proxy,
you will be deemed to have appointed the Chair of the meeting as your proxy.
(d) Attending and voting in person
The virtual meeting will be accessible on both desktop and mobile devices.
Please refer to the Virtual Meeting Guide 2020 that accompanies this Proxy/Postal
Voting Form.
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 vote to be effective it must be received by 2:00pm (New Zealand time) on Sunday 1 November 2020.
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
If your proxy is not the Chairman 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):
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
ShareholderShareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
Appointment of Proxy
STEP 2
If you mark any of the PROXY DISCRETION boxes above you must appoint a proxy. This may be the chairman or any director if you so wish.
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.
Proxy
Discretion
For
Against
Abstain
Voting Instructions/Voting Paper
STEP 1
hereby appointof
or failing him/herof
I/We being a shareholder/s of New Zealand King Salmon Investments Limited
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 virtual Annual Meeting of New Zealand
King Salmon Investments Limited to be held online at 2:00 pm on Tuesday 3 November 2020 and at any adjournment of that meeting.
Ordinary Resolutions
Item 1
That the Board is authorised to fix the auditor’s remuneration for the coming year.
Item 2 Having been appointed during the year by the Board and holding office only until the Annual Meeting, that
Catriona Mcleod be elected as a Director.
Item 3
Having retired in accordance with NZX Listing Rule 2.7.1, that Jack Porus be elected as a Director.
Item 4
Having retired in accordance with NZX Listing Rule 2.7.1, that Paul Steere be elected as a Director.
---
LOGGING IN
To log into the meeting, you must have the following information which
can be found on your Shareholder’s Voting and Proxy Form:
New Zealand Residents
Username (CSN or Holder number)
Password (postcode)
Overseas Residents
Username (CSN or Holder Number)
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
You can also log in as a guest if you are not a shareholder of New Zealand
King Salmon. Please note, if you have logged in as a guest you will not be
able to ask any questions or vote.
Appointed Proxies
A username and password will be provided prior to the meeting.
If you have not received your username and password by Sunday 1 November
2020 at 2:00pm, please contact Computershare on +64 9 488 8777 between
8.30am—5.00pm NZT Monday to Friday.
Virtual meetings are accessible on both desktop and mobile devices. In order
to participate remotely you will need to visit www.web.lumiagm.com from
your desktop or mobile device. You will need to ensure that your browser
is compatible — Lumi AGM supports the latest versions of Chrome, Safari,
Internet Explorer, Edge and Firefox.
2
Enter your username and password
(CSN/Holder Number and postcode)
1
Open Lumi AGM and enter the
Meeting ID: 347-712-551
VOTING AT A GLANCE
VIRTUAL MEETING GUIDE
Meeting ID
347-712-551
Remote entry to the
Annual Shareholders
Meeting will open at:
1:30pm NZT
Tuesday 3
November 2020
with the meeting
commencing at:
2:00pm NZT
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 NZT Monday to Friday.
3
When the poll is opened, click and
select your desired voting direction
NAVIGATING LUMI AGM
FROM YOUR MOBILE
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.
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’.
ASKING QUESTIONS
Any shareholder or appointed proxy
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.
NAVIGATING LUMI AGM
FROM YOUR 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.
For any assistance with the online process, shareholders may contact Computershare Investor Services
on +64 9 488 8777 between 8:30am - 5:00pm NZT Monday to Friday.
WATCHING THE
WEBCAST
To watch the webcast, click the black
broadcast bar on screen and push
the button to start the webcast. The
presentation will appear shortly after,
dependent on the speed of your internet
connection.
ACCESSING THE
VIRTUAL MEETING
Once you have entered web.lumiagm.com
into your internet browser, you’ll be
prompted to enter the Meeting ID
347-712-551 and accept the terms and
conditions. You will then be required to
enter your username (CSN or Holder
number); and password (postcode, or
country code for overseas residents).
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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