Notice of Annual Shareholders Meeting
NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
2022
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 in
person at:
Queen Charlotte Yacht Club
Shelley Beach, Picton 7220, New Zealand
Monday 27 June 2022
2:00 pm NZT
and online at:
https://vimeo.com/event/2121230
Password: KingSalmon
VOTING
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. There will be no option to
vote online during the meeting this year.
Please note that advanced online votes, postal votes
and proxy nominations must reach Computershare by
2:00pm NZT on Saturday 25 June, two days ahead of
the Annual Shareholders Meeting.
Please refer to the notes at the end of this Notice of
Meeting for further information on voting.
ASM FY22
QUESTIONS AHEAD OF THE MEETING
To assist the Board in providing 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 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 meeting the Chair will endeavour to address
commonly raised questions. Please email questions to
investor@kingsalmon.co.nz
RSVP
Please let us know if you plan to attend the meeting in
person by emailing investor@kingsalmon.co.nz
by Friday 10 June 2022.
If attending in person please bring your CSN/Shareholder
number or Voting/Proxy Form with you and visit the
registration desk on arrival.
OPTIONAL FARM TOUR
We would like to offer the option for shareholders to
attend a tour of one of one of our sea farms in the
morning before the meeting. A boat will depart from
Picton between 8am and 9am and the tour is expected to
take between two to three hours. Final details will be
confirmed in due course.
The farm tour will be guided by numbers so please register
your interest by emailing investor@kingsalmon.co.nz by
Friday 10 June 2022.
Offer Document
ORDINARY RESOLUTIONS
That the Board is authorised to fix the auditor’s
remuneration for the coming year.
Having been appointed during the year by the Board and
holding office only until the Annual Meeting, that Carol
Chen be elected as a Director.
Having been appointed during the year by the Board and
holding office only until the Annual Meeting, that Victoria
Taylor be elected as a Director.
Having retired in accordance with NZX Listing Rule 2.7.1,
that Chiong Yong Tiong 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 Explanatory Notes.
By order of the Board.
ITEMS OF BUSINESS
John Ryder
Chair
24 May 2022
A.
CHAIR’S ADDRESS
B.
CEO’S ADDRESS
C.
ORDINARY RESOLUTIONS
D.
GENERAL BUSINESS
01
02
03
04
To consider, and if thought fit, to pass the following ordinary
resolutions:
EXPLANATORY NOTES
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 AND 3:
ELECTION OF DIRECTORS APPOINTED SINCE
THE LAST ANNUAL MEETING
Carol Chen and Victoria Taylor were appointed as
Directors of NZKS by the Board on 3 November 2021
and 22 February 2022 (respectively). Under NZX Listing
Rule 2.7.1, each of Carol Chen and Victoria Taylor must
retire from office at the 2022 Annual Meeting. Being
eligible, they offer themselves for election.
After considering the factors outlined in the NZX
Corporate Governance Code that may impact Director
independence, the Board considers that Carol Chen will
be a Non-Independent Non-Executive Director and
Victoria Taylor will be an Independent Non-Executive
Director. The Board unanimously supports the election
of Carol Chen and Victoria Taylor.
Carol Chen
Non-Executive Non-Independent Director
Carol Chen became a Director of NZKS in November
2021. She is the Deputy General Manager of Corporate
Strategy and Development at China Resources
Enterprise (CRE) with responsibility for mergers and
acquisitions initiation and execution. Since joining CRE
in 2009 she has participated in various key transactions
including the acquisition of Kingway Brewery, joint
venture formation for the beverage business and the
retail business with Tesco, the privatisation of non-beer
businesses, the share buyback of China Resources Snow,
as well as the minority investments overseas. Carol
joined China Resources Group in 2000. Carol holds a
bachelor’s degree of Business Administration from the
RMIT University, Australia.
Victoria Taylor
Non-Executive Independent Director
Victoria has a background in the food and beverage
industry, working in a variety of consumer branded
manufacturing businesses and has previously held
executive positions at the Coca-Cola Company, Griffin’s
Foods and Goodman Fielder. Victoria was then a
founder, shareholder and COO of a successful food
manufacturing business. She is currently Chair of two
privately owned entities in primary industry and
employment dispute resolution, a Director of
AsureQuality, as well as sitting on the Industry Advisory
Board of the High Value Nutrition Science Challenge.
THESE NOTES FORM PART OF THE NOTICE OF ANNUAL MEETING
EXPLANATORY NOTES
ORDINARY RESOLUTION 4:
ELECTION OF DIRECTOR
Grant Rosewarne and Chiong Yong Tiong were
reappointed by the Board on 6 November 2019, and are
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.
Grant Rosewarne will retire from office as Managing
Director at the Annual Shareholders Meeting, but will
continue in his role as CEO of NZKS.
Being eligible, Chiong Yong Tiong offers himself for
re-election. After considering the factors outlined in the
NZX Corporate Governance Code that may impact
Director independence, the Board considers that Chiong
Yong Tiong will be a Non-Independent Non-Executive
Director. The Board unanimously supports the
re-election of Chiong Yong Tiong.
THESE NOTES FORM PART OF THE NOTICE OF ANNUAL MEETING
Chiong Yong Tiong
Non-Executive Non-Independent Director
Chiong Yong Tiong became a Director of NZKS in June
2019. Mr Tiong is a Director of Oregon Group Limited,
which holds a significant shareholding in NZKS. He has
extensive experience in timber industries and property
development companies.
He is Managing Director of Timbergrow Limited and
Maraetai Land Development Limited. Yong is also a
Director of property development company Neil
Corporation Limited and is on the board of Saint
Kentigern School in Auckland. He also holds a Masters in
Finance and Economics from Monash University
(Melbourne).
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 meeting.
You may cast your vote in one of the ways described
below. You may abstain from voting on one or more of
the resolutions.
1. ATTENDING AND VOTING IN PERSON
2. ONLINE
Online voting instructions are included in the
Proxy/Voting Form which accompanies this Notice of
Annual Meeting.
3. CASTING A POSTAL VOTE
The Board has determined that postal voting is
permitted. Postal voting instructions are included in the
Proxy/Voting Form which accompanies this Notice of
Annual Meeting. You can complete and send the
Proxy/Voting Form by post so that your vote is received
by the share registrar no later than 2:00pm NZT on
Saturday, 25 June. The Chief Financial Officer, Ben
Rodgers, has been authorised by the Board to receive
and count postal votes at the meeting.
3. APPOINTING A PROXY
The proxy need not be a shareholder of the Company.
The form of appointment of a proxy and voting
instructions accompany this Notice of Annual Meeting.
You can appoint a proxy online or by completing the
Proxy/Voting Form, including the proxy appointment
and return the Proxy/Voting Form by post so that it is
received by the share registrar by no later than 2:00pm
NZT on Saturday 25 June 2022.
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.
ELIGIBILITY TO VOTE
Any shareholder whose name is recorded in the NZKS
share register at 5:00pm NZT on Thursday 23 June is
entitled to attend the Annual Meeting and vote (subject
to the time limits for returning Proxy/Voting Forms).
THESE NOTES FORM PART OF THE NOTICE OF ANNUAL MEETING
---
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 meeting.
You may cast your vote in one of the three 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 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
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.
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 Saturday, 25 June 2022.
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
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 chair 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 Annual Meeting of New Zealand King
Salmon Investments Limited to be held at the Queen Charlotte Yacht Club, Shelley Beach, Picton, 7220, New Zealand at 2:00pm on Monday, 27 June 2022 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
Carol Chen be elected as a Director.
Item 3
Having been appointed during the year by the Board and holding office only until the Annual Meeting, that
Victoria Taylor be elected as a Director.
Item 4
Having retired in accordance with NZX Listing Rule 2.7.1, that Chiong Yong Tiong be elected as a Director.
ATTENDANCE SLIP
Annual Meeting of New Zealand King Salmon Investments
Limited to be held at the Queen Charlotte Yacht Club,
Shelley Beach, Picton, 7220, New Zealand at 2:00pm
on Monday, 27 June 2022.
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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