Notice of Annual Meeting 2022
Notice
of Annual
Meeting
2022
This year, T&G Global celebrates
125 years of business. Generations
of people have contributed to this
incredible business of ours, which
grows healthier futures through
nutritious fresh fruit and vegetables.
We invite you to join us to mark this
milestone at our one-hundred and
first Annual Meeting of Shareholders.
Entry and free parking – through Gate G, entrance P5, on Reimers Avenue.
Date of meeting
Wednesday 22 June 2022
Time
10am
Venue
Level 4 Lounge
Eden Park
South Stand
Reimers Avenue
Kingsland
Auckland
Format
The meeting will be held in hybrid format, with attendance either in person or through a live webcast.
Morning tea will be served at the conclusion of the meeting.
Given COVID-19, we recommend everyone maintains one metre physical distancing at the meeting,
and if this isn’t possible, we encourage you to wear a face mask.
Agenda
Presentations
A. Chair’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 2021.
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. There are no voting restrictions on the
resolutions to be considered at the meeting.
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:
“That Mrs Carol Campbell be reappointed as a
Director of T&G Global Limited.”
“That Mr Robert Hewett be reappointed as a
Director of T&G Global Limited.”
Appointment and remuneration of auditor
“That under Section 207T(1) of the Companies
Act 1993 the reappointment of Deloitte be
confirmed, and that the Directors be authorised
to fix the fees and expenses of the auditor for
the ensuing year.”
1
2
3
Notice is given that
the one hundred and
first Annual Meeting
of Shareholders of
T&G Global Limited
(“Company” or “T&G”)
will be held on:
Proxies
A shareholder entitled to attend and
vote at the Annual Meeting is entitled
to appoint a proxy to attend and vote on
their behalf. A proxy form is enclosed
with this notice of meeting. A proxy need
not be a shareholder. If a shareholder
wishes to appoint a proxy, then the proxy
form, completed by the shareholder,
must be received no later than 10:00am
on Monday 20 June 2022. The proxy
form is to be sent to Computershare
Investor Services Limited, either by mail
to Private Bag 92119, Takapuna, Auckland
1142, New Zealand; or by email to
corporateactions@computershare.co.nz
or delivered to Level 2, 159 Hurstmere
Road, Takapuna. Alternatively, a
shareholder may vote online by visiting:
www.investorvote.co.nz. To participate
online, shareholders will need their CSN
or Holder number and postcode which
can be found on their proxy form or
email broadcast.
The Chair 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 Chair will act as
that shareholder’s proxy and will vote
in accordance with that shareholder’s
express direction. The Chair 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.
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, Mrs Carol Campbell and Mr Robert Hewett will
retire at this year’s Annual Meeting.
Carol Campbell is a Fellow Chartered Accountant and a Chartered
Member of the New Zealand Institute of Directors. Mrs Campbell
has extensive financial experience and sound understanding of
efficient Board governance. She is a Director of a number of other
public and private companies including NZ Post Limited, Kingfish
Limited, Marlin Global Limited, Barramundi Limited, NZME Limited,
Chubb Insurance Limited, Asset Plus Limited (where she also chairs
the Audit and Risk Committee), and Kiwibank Limited.
Mrs Campbell owned her own chartered accountancy practice for
11 years and before that was a partner at Ernst & Young for 25 years.
Mrs Campbell has been a Director of T&G Global Limited since June
2010, and is Chair of the Finance, Risk and Investment Committee
and a member of the Human Resources Committee.
Mr Hewett is Chair of Silver Fern Farms Limited and Silver Fern
Farms Co-operative Limited and a Director of a number of Silver
Fern Farms subsidiaries. Mr Hewett is also Chair of Farmlands Co-
operative Society Limited, Pioneer Energy Limited and the Strong
Wool Action Group. Furthermore he is a Director of Hilton Haulage
LP Limited and Pulse Energy LP Limited. Mr Hewett is a Councillor
of Lincoln University and chairs the University’s Remuneration
and Appointments Committee. He is a member of the Ministry for
Primary Industries think tank Te Puna Whakaaronui and is a member
of the New Zealand Food Strategy Work Group Mana Kai. He holds a
master’s degree in Commerce and Marketing (Hons), a BCom (Ag)
Economics and is a Chartered Fellow of the New Zealand Institute
of Directors. Mr Hewett has been a Director of T&G Global Limited
since 2018, and is Chair of the Human Resources Committee and a
member of the Finance, Risk and Investment Committee.
Mrs Carol Anne Campbell
offers herself for re-election.
The Board has determined that
Mrs Campbell is an Independent
Director in accordance with the
NZX Listing Rules.
Mr Robert James Hewett
offers himself for re-election.
The Board has determined that
Mr Hewett is an Independent
Director in accordance with the
NZX Listing Rules.
Procedural notes
Meeting format
The meeting will be in a hybrid format, with
attendance either in person or through a
live webcast.
For shareholders who would like to access the
meeting virtually through the Computershare
Meeting Platform https://meetnow.global/nz,
you can do this by selecting ‘Go’ under the T&G
Global Limited meeting and then ‘JOIN MEETING
NOW’. Shareholders will require their CSN or
Holder number and post code, which can be
found on the proxy form or email broadcast.
By using this meeting platform, shareholders
will be able to watch the meeting, vote and ask
questions online using a smartphone, tablet or
desktop device. Shareholders will need to use
the latest version of Chrome, Safari or Edge
to access the meeting and will need to ensure
their browser is compatible. Shareholders are
encouraged to review the accompanying “Virtual
Meeting Guide” prior to the meeting.
Shareholders who intend to attend the meeting
virtually can still appoint a proxy to vote for
them as they otherwise would, by following the
instructions on their proxy form and this notice
of meeting.
If any assistance is required with the
virtual process, shareholders can contact
Computershare on +64 9 488 8777 between
8.30am and 5.00pm Monday to Friday.
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 20 June 2022 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 presentation.
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.
Explanatory note to
resolution 3
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 2022.
---
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
Level 2, 159 Hurstmere Road, Takapuna,
Auckland 0622
By Email
corporateactions@computershare.co.nz
For all enquiries contact
+64 9 488 8777
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 and exercise your vote online.
Proxy/Voting Form: T&G Global Limited Annual Meeting, 10.00am Wednesday 22 June 2022.
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 10:00am (New Zealand time) on Monday 20 June 2022
Turn over to complete the form to vote
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. A proxy need not
be a shareholder. The Chair of the meeting, or any other director, is willing to act
as proxy for any shareholder who wishes to appoint him or her for that purpose.
To do this, enter ‘the Chair’ or the name of your proxy in the space allocated in
‘Step 1’of this form. If you do not name a person as your proxy but you otherwise
complete your proxy form in full or if your named proxy does not attend the virtual
meeting, the Chair will be appointed your proxy and will vote in accordance with
your express direction. The Chair intends to vote proxies for which he has discretion
in favour in respect of all the resolutions. No resolution is subject to any voting
restrictions. If you inadvertently not name a proxy, or your named proxy does not
attend the meeting, the Chair will be your proxy and vote in accordance with your
express direction.
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 or if you mark more than one box on an item
your vote will be invalid on that item.
Attending the Meeting
If you are attending the meeting in person please bring this form to assist with
registration. The virtual meeting will be accessible on both desktop and mobile
devices. Please refer to the Virtual Meeting Guide 2022 that accompanies this
Proxy/Voting Form. You can still attend the meeting virtually, even if you have
appointed a proxy (although you will not be able to vote if a proxy has been
appointed). If you change your mind on the appointment of a proxy or
representative, you can revoke the appointment by written notice to the Company.
Such notice must be received at the registered office of the Company.
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.
T&G Global Limited
Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/her
of
I/We being a shareholder/s of T&G Global Limited
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
Items of Business - Voting Instructions/Ballot Paper
STEP 2
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Director
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
Ordinary Business
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 Mrs Carol Campbell be reappointed as a Director of T&G Global Limited.
2.
That Mr Robert Hewett be reappointed as a Director of T&G Global Limited.
APPOINTMENT AND REMUNERATION OF AUDITOR
3.
That under Section 207T(1) of the Companies Act 1993 the reappointment of Deloitte be confirmed, and that the
Directors be authorised to fix the fees and expenses of the auditor for the ensuing year.
For
Against
Proxy
DiscretionAbstain
or Director (if more than one)
@
Elect Electronic Communications
If your proxy is not the Chair 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):
as my/our proxy to exercise my/our vote at the Annual Meeting of Shareholders of T&G Global Limited to be held Level 4 Lounge, Eden Park, South Stand,
Reimers Avenue, Kingsland, Auckland and online at https://meetnow.global/nz on Wednesday 22 June 2022, commencing at 10.00am and at any adjournment
of that meeting.
ATTENDANCE SLIP
Annual Meeting of Shareholders of T&G Global Limited to
be held Level 4 Lounge, Eden Park, South Stand, Reimers
Avenue, Kingsland, Auckland and online at
https://
meetnow.global/nz on Wednesday 22 June 2022,
commencing at 10.00am.
---
Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You
will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.
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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