Notice of Annual Meeting 2021
NOTICE OF MEETING
Notice is hereby given that the one-hundredth Annual Meeting of Shareholders of T&G Global Limited will be held via a virtual
meeting on Wednesday 23 June 2021 commencing at 9:00am.
BUSINESS
PRESENTATIONS
A. Chairman’s Address
B. Chief Executive Officer’s Presentation
FINANCIAL STATEMENTS
To receive and consider the Financial Statements together with the report of the Directors and auditor for the period ended 31
December 2020.
RESOLUTIONS
ORDINARY RESOLUTIONS
The following ordinary resolutions will be voted on. An ordinary resolution is a resolution approved by a simple majority of votes
of shareholders entitled to vote and voting at the meeting in person or by proxy or representative.
ELECTION OF DIRECTORS
To vote upon the election of the Directors of the Company who are retiring by rotation in accordance with the Constitution and
the NZX Listing Rules and, being eligible, offer themselves for re-election:
1. “That Mr Andreas Helber be reappointed as a Director of T&G Global Limited.”
2. “That Mr Ralf Tobias Priske be reappointed as a Director of T&G Global Limited.”
To vote upon the election of a Director appointed during the year, who is required to retire in accordance with the Constitution
and the NZX Listing Rules and, being eligible, offers himself for election:
3. “That Mr Marcus Poellinger be reappointed as a Director of T&G Global Limited.”
APPOINTMENT AND REMUNERATION OF AUDITOR
4. “That under Section 207T(1) of the Companies Act 1993 the reappointment of Deloitte be confirmed, and that the Directors
be authorized to fix the fees and expenses of the auditor for the ensuing year.”
PROXIES
A shareholder entitled to attend and vote at the Annual Meeting is entitled to appoint a proxy to attend and vote on his or her
behalf. A proxy need not be a shareholder. A proxy form is enclosed with this notice of meeting. If a shareholder wishes to
appoint a proxy, then this form, duly completed by the shareholder, must be received no later than 9:00am on Monday 21 June
2021. The enclosed proxy form is to be sent to Computershare Investor Services Limited by either lodging the form online at
www.investorvote.co.nz, by mail to Private Bag 92119, Takapuna, Auckland 1142, New Zealand, by fax to +64 9 488 8787 or it may
be delivered by hand to Level 2, 159 Hurstmere Road, Takapuna.
The Chairman is willing to act as a proxy on behalf of shareholders for any shareholder who may wish to appoint him for that
purpose. In addition, where a shareholder does not name a person as their proxy but otherwise completes the proxy form in full,
or where a shareholder’s named proxy does not attend the meeting, the Chairman will act as that shareholder’s proxy and will
vote in accordance with that shareholder’s express direction. The Chairman intends to vote proxies for which he has discretion,
and for which he has authority to vote, in favour in respect of all the resolutions.
By Order of the Board
Doug Bygrave
Chief Financial Officer
T&G Global Limited
EXPLANATORY NOTES
EXPLANATORY NOTES TO RESOLUTIONS 1 AND 2
NZX Listing Rule 2.7.1, requires that the Company’s Directors must not hold office (without re-election) past the third Annual Meeting of Shareholders
following their appointment or three years, whichever is longer. Therefore, Mr Andreas Helber and Mr Ralf Tobias Priske will retire at this year’s Annual
Meeting.
Mr Andreas Helber, being eligible, offers himself for re-election. The Board has determined that Mr Helber is not an Independent Director as defined
in the NZX Listing Rules.
Mr Helber has been BayWa’s Chief Financial Officer since 2010. Mr Helber began his career at KPMG in Munich where he qualified as a tax consultant
and auditor. Mr Helber is a member of the supervisory boards of a number of private and listed companies including R+V Allgemeine Versicherung AG,
RWA Raiffeisen Ware Austria AG, and Unser Lagerhaus Warenhandelsgesellschaft m.b.H.
Mr Helber has been a Director of T&G Global since 2012 and is a member of the Finance, Risk and Investment Committee.
Mr Ralf Tobias Priske, being eligible, offers himself for re-election. The Board has determined that Mr Priske is not an Independent Director as defined
in the NZX Listing Rules.
Mr Priske started working for BayWa in 1998 as a member of the legal department providing advice to the various branches of the company and had a
leading role in the acquisition of the majority of the shares of T&G by BayWa in 2012. From 2013 to 2015 he worked for the renewable energy sector of
the BayWa Group as Deputy Legal Counsel focusing on establishing the renewable energy business in the US. In July 2015 Mr Priske was appointed as
BayWa’s Company Secretary.
Mr Priske has been a Director of T&G Global since 2018 and is a member of the Human Resources Committee.
EXPLANATORY NOTE TO RESOLUTION 3
Mr Marcus Poellinger was appointed by the Board on 14 May 2021. Pursuant to NZX Listing Rule 2.7.1 he is required to retire at the Annual Meeting
and, being eligible, offers himself for election. The Board has determined that Mr Poellinger is not an Independent Director as defined in the NZX
Listing Rules.
Mr Poellinger joined BayWa in 2008 and after occupying various management positions at the Group, in 2015 became Head of BayWa AG’s Building
Materials business division, which he successfully restructured. From 2017 to 2018, he was also Senior Executive Vice President of BayWa AG. Mr
Poellinger has been a member of BayWa’s Board of Management since 1 November 2018. He is responsible for the Agri Trade & Service and the
Agricultural Equipment business unit, Building Materials Segment, Digital Farming and the Energy business unit. He also represents the company in
management and supervisory bodies of international holdings. Mr Poellinger is a graduate in business administration and completed his professional
training in Munich, London and Sophia Antipolis (France).
EXPLANATORY NOTE TO RESOLUTION 4
Deloitte has been the auditor for T&G Global Limited since the 2012 financial year and will be automatically reappointed at this Annual Meeting unless
there is a resolution or other reason for the auditor not to be reappointed. The Company wishes Deloitte to continue as the Company’s auditor, and
Deloitte has indicated its willingness to do so.
The auditor’s fees and expenses must be fixed by the Company at the Annual Meeting, or in the manner that the Company determines at the Annual
Meeting. Therefore, shareholders are being asked to resolve that the Directors be authorised to fix the fees and expenses of Deloitte for the audit of
the Company’s financial statements for the year ending 31 December 2021.
PROCEDURAL NOTES
VIRTUAL MEETING
Given the continued international border and travel restrictions due to the COVID-19 pandemic, this year’s Annual Meeting will be held virtually. All
shareholders will have the opportunity to attend and participate in the 2021 Annual Meeting online via an internet connection (using a computer,
laptop, tablet or smartphone).
In order to participate remotely you will need to visit web.lumiagm.com on your desktop or mobile device. Ensure that your browser is compatible –
Lumi AGM supports the latest version of Chrome, Safari, Internet Explorer, Edge or 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.
Audio will stream through the selected device, so shareholders will need to ensure that they have the volume control on their headphones or device
turned up.
Shareholders will be able to view the presentations, vote on the resolutions to be put to shareholders and ask questions, by using their own computers
or mobile devices.
Shareholders will still be able to appoint a proxy to vote for them as they otherwise would, by following the instructions on the proxy form and this
Notice of Annual Meeting.
Details of how to participate ‘virtually’ are provided in the accompanying Virtual Meeting Guide, with instructions for accessing the virtual meeting.
Shareholders are encouraged to review this guide prior to the Annual Meeting.
Shareholders will require the meeting ID, which is 363-063-539 and their CSN/Securityholder Number which can be found on their proxy form, for
verification purposes.
SHAREHOLDER QUESTIONS
Shareholders are invited to submit questions prior to the Annual Meeting by email to info@tandg.global. T&G will aggregate the main themes of
questions received by 5:00pm on Monday 21 June and respond to them at the Annual Meeting. This means that not every question submitted will be
answered individually and some questions may be covered in the Chair’s Address or the Chief Executive Officer’s Address.
T&G reserves the right not to address questions that, in the Chair’s opinion, are not reasonable or appropriate in the context of an Annual Meeting, or
any written questions in advance of the meeting that were not received in time. In addition, please note that not all questions raised during the meeting
may be able to be answered during the meeting and, in this case, will be followed up after the meeting.
---
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. Y
ou 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).
VOTING A
T A GLANCE
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
363-063-539
Remote entry to the Annual Meeting will open at 8.30AM NZT
on Wednesday 23 June 2021, with the meeting commencing
at 9
.00AM 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
To 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 T&G Global Limited. Please note, if you have logged in as a guest you will not be able to ask
any questions or vote.
T&G GLOBAL LIMITED
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 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.
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’.
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.
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