Synlait Annual Meeting 2020
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
ITEMS OF BUSINESS
You are invited to Synlait Milk Limited’s (Synlait) Annual
Meeting on Wednesday 25 November 2020 at 1.00pm.
As at the date of issue of this notice, Synlait’s Annual
Meeting will be a hybrid Annual Meeting, held at Tait
Communications Limited, 245 Wooldridge Road,
Harewood, Christchurch 8051, New Zealand, and online at
web.lumiagm.com, or using the Lumi AGM App. The meeting
ID is 380-180-738. More details about joining the meeting
online can be found on page 4 and in the accompanying
virtual meeting guide released with this Notice of Meeting.
Protecting the safety of staff and shareholders is important
to Synlait. If there is any change to COVID-19 Alert Levels
before 25 November, Synlait may cancel the in-person
meeting, providing as much notice as possible via the NZX
and ASX. In that case, all shareholders wishing to attend the
Annual Meeting must do so by joining the virtual meeting.
A. Chair’s address
B. CEO’s address
C. Resolutions
Resolution 1: Auditors’ remuneration
“That the board be authorised to determine the
auditors’ fees and expenses for the 2021 financial year.”
Resolution 2: Election of Director
“Election of Simon Robertson as a director.”
D. Other business
By order of the Board of Directors
Graeme Milne ONZM
Synlait, Chair
PROCEDURAL NOTES
Entitlement to vote
All Synlait shareholders as at 5:00pm (NZST) on Monday
23 November 2020 are entitled to vote on the resolutions
at this Annual Meeting. Shareholders may vote in person,
by proxy or corporate representative, or online, as set out
in more detail below.
Proxies and corporate representatives
A proxy form accompanied this Notice of Meeting when
posted to shareholders. If you are receiving this by email you
will have received a link to complete the proxy form online.
Any shareholder entitled to attend and vote at the Annual
Meeting may appoint a proxy to attend the meeting and
vote on their behalf. Corporate shareholders wanting to
be represented in person at the Annual Meeting must
appoint a representative to attend on their behalf. Both
appointments must be made by completing the proxy form.
Proxies and corporate representatives do not have to
be fellow shareholders, and shareholders may nominate
the Chair (or any Synlait Director) as their proxy if they
wish. The Chair and Directors will vote as directed on any
resolutions and intend to vote any discretionary proxies
in favour of all resolutions, to the extent permitted by the
NZX Listing Rules, ASX Listing Rules, and the company’s
constitution. Prohibitions on voting by Directors, including
as discretionary proxy, are detailed under “Resolution
Requirements” and in the proxy form.
If your named proxy does not attend the Annual Meeting or
you do not name a proxy, but otherwise complete the proxy
form in full, the Chair of the meeting will act as your proxy,
to cast any express votes indicated by you in your proxy
form. (subject to any Resolution Requirements prohibiting
the Chair from exercising an expressly granted discretion
on how to vote).
Appoint a proxy/corporate representative
Online
1. Go to www.investorvote.co.nz.
2. Use the Control Number or CSN/Shareholder Number
and post code or country of residence (if outside New
Zealand) to securely access InvestorVote.
3. Follow the prompts to appoint a proxy or corporate
representative online.
Notice in writing
1. Complete and sign the form attached to this notice.
2. Return the completed and signed proxy form
to Computershare Investor Services Limited in
accordance with the instructions in the proxy form.
1
For an appointment of a proxy or corporate
representative to be valid, it must be received by
Computershare Investor Services Limited in accordance
with instructions below and in the proxy form no later
than 1:00pm Monday 23 November 2020 (NZST).
Resolution requirements
The Resolutions are both ordinary resolutions. An ordinary
resolution is a resolution approved by a simple majority
of votes of shareholders who are entitled to vote on the
resolution and who exercise their right to vote.
Bright Dairy Holding Limited and its associated persons
are not permitted to vote on Resolution 2 further to the
terms of the company’s constitution. Accordingly, the
Directors appointed by Bright Dairy Holding Limited and
any other associated persons are prohibited from voting
on Resolution 2, except for the casting of an express
vote in accordance with their appointment as a proxy or
corporate representative for another shareholder. This
is addressed in more detail in the Proxy Form. Any votes
cast by a Director appointed by Bright Dairy Holding
Limited or any other associated persons on Resolution
2, other than in accordance with an express proxy or
appointment as a corporate representative (i.e. not a
discretionary proxy) will be disregarded.
Questions
Shareholders intending to raise a question at the Annual
Meeting must ensure that their question is sent to:
investors@synlait.com or received with their proxy form
no later than 1.00pm on Monday 23 November 2020.
This will enable us to prepare a response to be delivered
at the Annual Meeting.
Our auditors, Deloitte, will be at the Annual Meeting to
answer any specific queries shareholders may have of
them. Questions for the auditors should also be sent to
investors@synlait.com or submitted with the proxy form,
also to be received no later than 1.00pm on Monday 23
November 2020.
Presentation materials
Copies of materials presented at the Annual Meeting
will be available on our website, the NZX website
and the ASX website shortly before the Annual
Meeting commences.
1
The proxy form contains detailed instructions about signing the
proxy form. Proxy forms that are signed incorrectly will be invalid.
Record date for voting entitlements for the
annual meeting
5:00pm, Monday 23 November 2020 (NZST)
Latest time for receipt of appointment of proxies
and corporate representatives
1:00pm, Monday 23 November 2020 (NZST)
EXPLANATORY NOTES
Latest time for asking questions to be answered
at the meeting
1.00pm, Monday 23 November 2020 (NZST)
Annual Meeting
1:00pm, Wednesday 25 November 2020 (NZST)
– please register and be seated by 12.50pm
IMPORTANT DATES
Explanatory note 1
Auditors’ remuneration – resolution 1
Our auditors, Deloitte, are automatically reappointed
at the annual meeting under section 207T of the
Companies Act 1993. The proposed resolution is to
authorise the board to fix the fees and expenses of
the auditors for the coming financial year.
Explanatory note 2
Election of Director – resolution 2
Simon Robertson
Simon is a professional director with extensive
commercial experience, including 10 years with Auckland
International Airport (AIAL) during a period of significant
investment and strategic growth. As CFO for AIAL, he
led the finance, accounting, business technology and
procurement functions along with investor relations and
regulatory affairs. Simon has a proven track-record in
strategy and capital-intensive infrastructure investment.
He is a director of Ballance, ITM, Apata Group, and
previously served on the boards of Flick Energy and
North Queensland Airports.
Simon’s skills align with Synlait’s strategic priorities and
the Board has every confidence that this will make him
an asset to the Synlait Board. The Board unanimously
recommends that shareholders vote in favour of the
election of Simon Robertson further to his nomination.
The Board has assessed Simon to be an Independent
Director, as that term is defined in the NZX Listing Rules,
and a fit and proper person to be appointed to the Board.
PARTICIPATING IN SYNLAIT’S
ANNUAL MEETING ONLINE
When attending the Annual Meeting online, you will be
able to see the presentations, vote on resolutions and
ask questions. Please ensure that the volume on your
device or headphones is turned up.
To attend the Annual Meeting online, you will require:
• an internet connection (using a computer, laptop,
tablet or smartphone).
• the Meeting ID, 380-180-738 and your username
and password (CSN/Holder Number from the
proxy form, and your postcode (New Zealand
based shareholders) or ISO code (international
shareholders)) to attend the Annual Meeting online.
The virtual meeting guide accompanying this Notice of
Meeting contains more information on how to attend and
participate in the Annual Meeting online. We recommend
that you read this guide, and (if applicable) download the
App, in advance of the Annual Meeting.
If you have any questions on how to attend the meeting
online, please contact Computershare Investor Services
Limited on +64 9 488 8777 between 8.30am and 5.00pm
Monday to Friday (NZST).
---
PROXY/VOTING FORM FOR THE SYNLAIT MILK LIMITED 2020 ANNUAL MEETING
ATTENDING THE ANNUAL MEETING IN PERSON
Please bring this form with you to assist with registration at the
Annual Meeting.
ATTENDING THE ANNUAL MEETING ONLINE
Shareholders may attend the 2020 Annual Meeting online via the
Lumi platform using an internet connection, and a computer, laptop,
tablet or smartphone. Please refer to the virtual meeting guide that
accompanies this Proxy/Voting Form for further information.
APPOINTMENT OF PROXY OR CORPORATE
REPRESENTATIVE
If you are a shareholder entitled to attend and vote at the Annual
Meeting, you may appoint a proxy to attend and vote on your behalf.
If you are a corporate shareholder, you may appoint a corporate
representative to attend and vote on your behalf.
You can appoint anyone to act as your proxy or corporate
representative. Your proxy or corporate representative does not
have to be another Synlait shareholder. The Chair of the meeting,
and the other Synlait Directors, are willing to act as proxy or
corporate representative for shareholders.
If you do not name a proxy but otherwise complete the form, or your
named proxy does not attend the meeting, then the Chair of the
meeting will act as your proxy to cast any express votes indicated in
your proxy form, subject to certain restrictions explained below.
To appoint a proxy or corporate representative, enter the name
of your proxy or corporate representative, or ‘Chair’ in the space
allocated in ‘Step 1’ and complete this form. Alternatively, you
can appoint a proxy or corporate representative online at: www.
investorvote.co.nz
If your proxy is not the Chair of the Meeting or any other Director of
the Company and they will be attending the meeting online, please
ensure that you provide your proxy’s phone and email address
when completing the proxy form. If this information is not provided,
we cannot guarantee admission of your proxy to the online meeting.
VOTING
Direct your proxy or corporate representative how to vote by
marking one of the boxes opposite each item of business. If you do
not mark a box your proxy or corporate representative may vote as
they choose. If you mark more than one box next to an item, your
vote will be invalid.
The Annual Meeting of Synlait Milk Limited (Synlait) will be held at the offices of Tait Communications, 245 Wooldridge Road, Harewood,
Christchurch, and online, on Wednesday 25 November 2020, commencing at 1.00pm (NZST). If attending the meeting in person, please
register and be seated by 12.50pm. Please refer to the information below and the virtual meeting guide that accompanies this Proxy/Voting
Form for more information on joining the Annual Meeting online.
The Chair and the other Directors intend to vote all discretionary
proxies in favour of the resolutions to the extent permitted by law, the
NZX Listing Rules, ASX Listing Rules and the Company’s Constitution.
The Bright Dairy Holding Limited appointed directors and any other
associated persons of Bright Dairy Holding Limited are disqualified
from voting on Resolution 2 (Bright Directors). If you appoint the Chair
or any other director as proxy, they are permitted to and will cast any
express vote you direct for Resolution 1, but clause 10 of Schedule
1 of Synlait’s Constitution prevents Bright Directors from voting on
Resolution 2 if you direct them to exercise their discretion on the
Resolution or if you leave all boxes beside Resolution 2 empty. If you
select ‘Proxy Discretion’ for Resolution 2 or leave all boxes beside
Resolution 2 empty and have appointed a Bright Director as your
proxy, your vote on Resolution 2 will be invalid.
Synlait will disregard all votes cast by a Bright Director on
Resolution 2, unless that vote is cast by that person as a proxy for
a person who is entitled to vote, in accordance with an express
direction in this proxy form.
If your named proxy does not attend the Annual Meeting, or you
do not name a proxy but otherwise complete the proxy form in
full, then the Chair of the meeting will act as your proxy to cast any
express votes indicated in your proxy form, subject to the voting
restrictions described above.
SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual holding
Where your shareholding is in a single name, the shareholder or
their attorney
1
must sign this proxy form.
Joint holding
Where your shareholding is in more than one name, all the
shareholders, or their attorneys
1
, must sign.
Corporate shareholder
This proxy form must be signed by a duly authorised officer acting
under express or implied authority of the corporate shareholder,
or a director jointly with another director where there is more
than one director, or the sole director, or an attorney
1
appointed
by the company.
1. If this proxy form is signed under a power of attorney, it must be accompanied by:
• a copy of the Power of Attorney, certified by a Solicitor, Justice of the Peace or
Notary Public (unless it has already been noted by Synlait or Computershare
Investor Services Limited)
• a signed certificate of non-revocation of the power of attorney.
LODGE YOUR PROXY
Online: www.investorvote.co.nz
By mail: Computershare Investor Services Limited Private Bag
92119, Auckland 1142, New Zealand (if mailing within New Zealand,
use the pre-paid envelope provided. If mailing from outside New
Zealand, use the return envelope but add postage).
For all enquiries contact: +64 9 488 8777
corporateactions@computershare.co.nz
Smartphone? Scan the
QR code to vote now.
www.investorvote.co.nz Lodge your proxy online, 24 hours a day, 7 days a week:
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 appoint your proxy or exercise your vote online.
FOR YOUR PROXY TO BE EFFECTIVE, IT MUST BE RECEIVED BY 1:00PM MONDAY 23 NOVEMBER 2020
PROXY/CORPORATE REPRESENTATIVE VOTING FORM
STEP 1: APPOINT A PROXY/CORPORATE REPRESENTATIVE TO VOTE ON YOUR BEHALF
The Chair of the meeting, and any other Director, is willing to act as proxy for any shareholder who wishes to appoint him/her for that purpose.
If you wish, you can appoint the Chair as your proxy by inserting ‘the Chair’ below, or any other Director by inserting their name below.
I/We being a shareholder/s of Synlait Milk Limited
hereby appoint of
or failing that person of
as my/our proxy/corporate representative to act generally at the Annual Meeting of Shareholders of Synlait to be held on Wednesday
25 November 2020 commencing at 1.00pm or, any adjournment thereof, on my/our behalf, and to vote in accordance with the following
directions, or if ‘proxy discretion’ or no vote is selected, to vote as my/our proxy thinks fit (to the extent permitted by law, Synlait’s
constitution and the relevant Listing Rules) on the resolutions listed below, and on any resolution(s) to amend any of the resolution(s), or
any resolution(s) so amended, and on any other resolution(s) proposed at the meeting (or any adjournment thereof) so as to give effect to
my/our intention as set out below where possible.
If your proxy is not the Chair of the meeting or another Director of Synlait Milk Limited, please ensure that you provide their contact details
(phone and email address) below. If this information is not provided, your proxy’s admission to the online meeting is not guaranteed.
Proxy contact details
Phone Email
STEP 2: VOTING INSTRUCTIONS
Please note: if you mark the ‘Abstain’ box for an item, you are directing your proxy or corporate representative not to vote on your behalf,
and your votes will not be counted in calculating the required majority. If you do not mark a box, or mark “Proxy Discretion” your proxy or
corporate representative may determine whether and how to vote, except on Resolution 2 (please refer to “Voting” overleaf). If you mark
more than one box, your vote on that resolution is invalid. This form is to be used to vote as follows on the following resolutions (add a
tick to the box to indicate your vote):
Ordinary Resolutions
Resolution 1: That the Board be authorised to determine the auditor’s fees and expenses for
the 2021 financial year.
Resolution 2: That Simon Robertson be elected as a Director.
The above descriptions of the resolutions to be voted on are summaries only. Please refer to the Notice of Annual Meeting for the full text of the resolutions.
ForAgainstAbstain
Proxy
Discretion
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting will have the opportunity to ask questions. If you cannot attend the Annual Meeting but
would like to ask a question you can email your question to investors@synlait.com or alternatively write it on a separate sheet of paper
and return it with this proxy form to Computershare Investor Services Limited in the reply-paid envelope provided. Questions need to be
submitted by 1.00pm on Monday 23 November 2020. The Board will address and answer questions at the meeting.
SIGN: SIGNATURE AND NAME OF SHAREHOLDER(S) THIS SECTION MUST BE COMPLETED.
Name
Shareholder 1 – Sole Director/Director,
Authorised Signatory/Attorney
(Please select one)
Name
Shareholder 2 – Director, Authorised
Signatory or Attorney (if more than one)
(Please select one)
Name
Shareholder 3 – Authorised Signatory or
Attorney 3 (Please select one)
Name Telephone Date
Electronic Investor Communications
Synlait is committed to reducing its environmental footprint. You can help us achieve this goal by opting to receive future investor
communications via email. Please provide your email address if you wish to change your communication preferences:
---
VOTING AT A GLANCE
STEP 1
Open Lumi AGM and enter the
Meeting ID shown in top right
corner
STEP 2
Enter your username and
password (CSN/Holder Number
and postcode)
STEP 3
When the poll is opened,
click and select your
desired voting direction
Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to visit
web.lumiagm.com on 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.
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 Monday to Friday (New Zealand time).
VIRTUAL MEETING GUIDE
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
password (postcode).
APPOINTED PROXIES
A username and password will be
provided prior to the meeting.
If you have not received your username
and password, please contact
Computershare on +64 9 488 8777
between 8.30am—5.00pm Monday to
Friday (New Zealand time).
MEETING ID
380-180-738
Remote entry to the Annual Meeting will open at 12:30PM
NZT on Wednesday 25 November 2020, with the meeting
commencing at 1.00PM NZT.
OVERSEAS RESIDENTS
Username (CSN or Holder Number);
and 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
LOGGING IN
T
o log in, you must have the following information (which can be found on your Shareholder’s Voting and Proxy Form) or you can log in
as a guest if you are not a shareholder in Synlait Milk Limited. Please note, if you have logged in as a guest you will not be able to ask
any questions or vote.
USING LUMI AGM
ACCESSING THE VIRTUAL MEETING
Once you have entered web.lumiagm.
com into your internet browser, you’ll
be prompted to enter the Meeting ID
and accept the terms and conditions.
You will then be required to enter your:
>username (CSN or Holder number);
>password (postcode, or country code
for overseas residents)
NAVIGATING LUMI AGM
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.
WATCHING THE WEBCAST
To watch the webcast, click the black
broadcast bar on screen and push
the ► button to start the webcast.
The video and/or slides will appear
shortly after (dependent on the speed
of your internet connection).
ASKING QUESTIONS
Any shareholder or appointed proxy/
representative 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 due to time
constraints, 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.
V
OTING 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’.
NAVIGATING LUMI AGM - 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.
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.
- ATM — The a2 Milk Company Limited: Notice of Annual Meeting/Proxy Form/Online Portal Guide2020-10-19
“NOTICE OF ANNUAL MEETING 2020 2 | The a2 Milk Company Notice of Annual Meeting 2020 | 3 BUSINESSOTHER INFORMATION The business of the meeting is comprised of ordinary business, being: 1. Financial Statements and Reports To receive and consider the Company’s financial st…”
- NZK — New Zealand King Salmon Investments Limited: Notice of Annual Shareholders’ Meeting2020-10-01
“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 2…”
- SDL — Solution Dynamics Limited: Notice of SDL 2020 Annual Meeting2020-09-30
“Notice of Annual Shareholder Meeting - Solution Dynamics Limited (SDL) Thursday 22 October 2020 commencing at 10.30am. Notice is hereby given that the Annual Meeting of Solution Dynamics Limited is to be held virtually on Thursday 22 October 2020 commencing at 10.30am. Sharehol…”