BFG – Notice of Annual Meeting – 7 September 2023
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is given that the Annual Meeting of Shareholders of Burger Fuel Group Limited
(the “Company”) will be held on Thursday 07 September 2023 commencing at 11.00 am.
The meeting will follow the same format as last year where those shareholders who wish to
attend can only participate online by way of Zoom attendance. This format allows all
shareholders to attend without the need to travel.
VIRTUAL SHAREHOLDER MEETING
To participate in the meeting online please use the following link to join the BFG’s virtual meeting
Zoom platform, please register in advance for this webinar:
https://us06web.zoom.us/webinar/register/WN_XzDX-eUTR666kUVwqC2EXg
You will need to register with a free Zoom account to ensure the meeting runs smoothly and so
you have all the functionality at the meeting. After registering, you will receive a confirmation
email containing information about joining the webinar.
Please note, you will need to provide your CSN number when registering, this is found on your
proxy form and is needed for verification purposes.
Voting online prior to the meeting
Shareholders are encouraged to vote before the meeting in one of the following ways:
1. Online at www.investorvote.co.nz or by scanning the QR code on the Proxy/Voting form;
or
2. Complete the Proxy/Voting Form and send it to Computershare Investor Services Limited,
in accordance with the instructions set out on the form.
BFG offers the facility for shareholders to submit questions to the Board via the online platform
during the meeting. The Chair and CEO will answer as many of the questions as possible during
the Meeting. You may also submit a question in advance of the meeting online at
www.investorvote.co.nz
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AGENDA
The business of the meeting will be as follows:
1. Chairman and CEO Presentations
2. Shareholder Discussion and General Business
To consider the resolutions and such other business of the Company as may be
properly brought before the meeting in accordance with the Company’s constitution.
3. Resolutions
To consider, and if thought fit, pass the following Resolutions:
Resolution 1: Re-election of Director
To consider the re-election of Josef Roberts as a Director of the Company, who
retires by rotation in accordance with section 9.4 of the Company’s constitution
and, being eligible, offers himself for re-election.
See Explanatory Notes.
Resolution 2: Auditor’s Remuneration
To record the automatic re-appointment of Baker Tilly Staples Rodway as the
Company’s auditor, pursuant to Section 207T of the Companies Act 1993 and to
authorise the Company’s Board of Directors to fix the auditor’s remuneration for the
ensuing year.
By order of the Board of Directors of the Company
Mark Piet,
Company Secretary / Chief Financial Officer,
Burger Fuel Group Limited
Auckland, New Zealand
4th August 2023
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EXPLANATORY NOTES
Each of the resolutions to be considered, and if thought fit, to pass, at the Annual Meeting are
ordinary resolutions. An ordinary resolution means a resolution that is approved by a simple
majority of the votes of those shareholders entitled to vote and voting on the resolution.
Resolution 1: Re-election of Josef Roberts as Director
The Listing Rules provide that a Director must not hold office (without re-election) past the third
Annual Meeting after his or her appointment or re-election, or for three years, whichever is
longer. Accordingly, Josef Roberts retires by rotation, and being eligible, has offered himself for
re-election.
Josef is a founding shareholder and the current Group CEO of Burger Fuel Group Limited. He
works full time in the Company and is responsible for the overall direction and management of
the business. He is the founder and former CEO of Red Bull Australasia.
Josef is a member of the Company's Audit Committee.
The Board of Directors (except Josef Roberts) unanimously recommends shareholders vote in
favour of the re-election of Josef Roberts.
Resolution 2: Auditor’s Remuneration
Baker Tilly Staples Rodway is automatically re-appointed as the Company’s auditor under
Section 207T of the Companies Act 1993. This resolution authorises the Board of Directors to
fix the fees and expenses of the auditor for the ensuing year.
PROXIES AND REPRESENTATIVES
All shareholders are entitled to attend the Company’s Annual Meeting.
Any shareholder of the Company entitled to attend and vote at the meeting may appoint
another person as their proxy to attend and vote instead of them. A proxy need not be a
shareholder and may be appointed online or by completing the form accompanying this
Notice of Meeting.
The proxy must be lodged online at www.investorvote.co.nz or, if you complete the form,
received by the Company’s share registry, Computershare Investor Services Limited at
either Private Bag 92119, Auckland 1142 or at Level 2, 159 Hurstmere Road, Takapuna,
Auckland so as to be received no later than 11.00am on Tuesday 5
th
September 2023.
4
If you wish, you may appoint “the Chairman of the Meeting” as your proxy.
Any corporation that is a shareholder of the Company may appoint a person as its
representative to attend the meeting and vote on its behalf, in the same manner as that
in which it could appoint a proxy.
You may either direct your proxy how to vote for you, or you may give your proxy discretion
to vote how they see fit. If you wish to give your proxy discretion you should mark the
appropriate boxes on the proxy form.
Any undirected votes in respect of a resolution, where the Chair or any other Director is
appointed proxy, will be voted in favour of the relevant resolution, other than
when they are prohibited from voting on that resolution.
If you do not name a person as your proxy or your named proxy does not attend the
meeting, the Chair will act as your proxy and will vote in accordance with your express
direction, and any undirected proxies will be voted in accordance with the Chair's
discretion.
---
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.
Turn over to complete the form to vote
Proxy/Voting Form
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 must be signed by a Director jointly with another Director, or a Sole
Director can 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.
Lodge your proxy
Burger Fuel Group Limited
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
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 11.00am Tuesday, 5 September 2023.
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. The proxy
need not be a shareholder of the Company. The Chairman 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 Chairman of the
Meeting’ 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 or your named proxy does not
attend the meeting, the Chair will act as your proxy and will vote in accordance
with your express direction, and any undirected proxies will be voted in
accordance with the Chair’s direction. Alternatively you can appoint a proxy
online at www.investorvote.co.nz.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you return this form without directing the proxy how to vote on a
particular matter, the proxy will vote in favour of the relevant resolution, other
than when he or she is prohibited from voting on that resolution. If you mark
more than one box on an item your vote will be invalid on that item.
Attending the Meeting
All shareholders will have the option to attend, vote and participate in the
Annual Shareholder Meeting online via an internet connection using a laptop,
tablet or smartphone. For further details see the Notice of Meeting that
accompanies this form.
Use this form to assist your online registration. Any corporation that is a
shareholder of the Company may appoint a person as its representative to
attend the meeting and vote on its behalf, in the same manner as that in
which it could appoint a proxy.
Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
Elect Electronic Communications
STEP 1
hereby appointof
or failing him/herof
I/We being a shareholder/s of
Burger Fuel Group Limited
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Items of Business - Voting Instructions/Ballot Paper
STEP 2
Please note: You may either direct your proxy how to vote for you, or you may give your proxy discretion to vote how he/she sees fit. If you wish to
give your proxy discretion you should mark the appropriate boxes on the proxy form. If you do not mark any box for a particular resolution, then
your proxy will vote or abstain from voting as he or she thinks fit.
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
Ordinary Business
Resolution 1
To consider the re
-election of Josef Roberts as a Director of the Company, who retires by rotation in
accordance with section 9.4 of the Company’s constitution and, being eligible, offers himself for re
-election.
Resolution 2
To record the automatic re
-appointment of Baker Tilly Staples Rodway as the Company’s auditor, pursuant
to Section 207T of the Companies Act 1993 and to authorise the Company’s Board of Directors to fix the
auditor’s remuneration for the ensuing year.
ForAgainstAbstain
Proxy
Discretion
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 An
nual Meeting of Burger Fuel Group
Limited to be held online at https://us06web.zoom.us/webinar/register/WN_XzDX-eUTR666kUVwqC2EXg on Thursday, 7 September 2023 at 11.00am and at any
adjournment of that meeting.
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
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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