Vector Limited/Announcement
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Notice of Annual Meeting 2023

AGM24 August 2023VCTUtilities

Notice of 2023
Annual Meeting

VECTOR LIMITED

Notice is given that the 2023 Annual Meeting of Vector

Limited will be held in the World Cup Lounge, Level 4,

Eden Park, Reimers Avenue, Mount Eden, Auckland,

New Zealand, on Thursday 28 September 2023,

commencing at 2.00pm.

PLEASE READ

2
Agenda

Notice of 2023 Annual Meeting

The 2023 Annual Meeting of Vector Limited (the Company) will be held in

the World Cup Lounge, Level 4, Eden Park, Reimers Avenue, Mount Eden,

Auckland, New Zealand. And online virtually through the Computershare

Meeting Services web platform https://meetnow.global/nz, on Thursday

28 September 2023, commencing at 2.00pm.

A. ORDINARY BUSINESS

Chair’s and Group Chief Executive’s Reports

Reports from the Chair and the Group Chief Executive

on the financial year ended 30 June 2023, including

consideration of the financial statements and the audit

report. (See Explanatory Note 1, on page 3.)

Appointment and Remuneration of Auditor

The meeting will be asked to consider by an ordinary

resolution:

1. To record the automatic reappointment of the

Auditor, KPMG, and to authorise the directors to fix

the remuneration of the Auditor for the ensuing year.

(See Explanatory Note 2, on page 3.)

B. GENERAL BUSINESS

To consider such other business as may properly be

raised at the meeting.

By Order of the Board

John Rodger

Company Secretary

25 August 2023

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Procedural Notes

Vector is holding a hybrid Annual Meeting this year

to allow shareholders who are unable to attend in

person the opportunity to attend online through

the Computershare Meeting Services web platform

https://meetnow.global/nz.

By using the web platform, you will be able to watch the

Annual Meeting and vote and ask questions online using

your smartphone, tablet or desktop device. Please refer to

the enclosed Virtual Meeting Guide for more information.

Ordinary Resolutions:

Ordinary resolutions are required to be approved by a

simple majority of more than 50% of votes validly cast at

the Annual Meeting.

Attend in Person or Virtually:

If you wish to attend the Annual Meeting please bring

the enclosed Proxy/Voting form, or your CSN holder

number with you to the meeting or participate virtually

via the Computershare Meeting Services web platform

https://meetnow.global/nz.

Shareholders Entitled to Attend and Vote:

Under section 125 of the Companies Act 1993, the Board

has determined that, for the purposes of voting at the

Annual Meeting, only those registered shareholders of

the Company as at 5.00pm on Tuesday 26 September

2023, being a day not more than 20 working days before

the meeting, shall be entitled to exercise the right to

vote at the meeting.

Proxies:

Any shareholder entitled to attend and vote at the

meeting may appoint a proxy (or representative in the

case of a corporate shareholder) to attend and vote

on behalf of the shareholder. A proxy need not be a

shareholder of the Company. You may appoint the “Chair

of the Meeting” as your proxy if you wish. If, in appointing

a proxy, you have inadvertently not named someone

to be your proxy (either online or on the enclosed

proxy form), or your named proxy does not attend the

meeting, the Chair of the Meeting will be your proxy

and will vote in accordance with your express direction.

A proxy form accompanies this Notice of Meeting.

Proxy forms must be received at the office of the

Company’s share registry, Computershare Investor

Services Limited, Level 2, 159 Hurstmere Road,

Takapuna, Auckland, New Zealand (Private Bag 92119,

Auckland 1142), by 2.00pm on Tuesday 26 September

2023. Alternatively, you can appoint a proxy online at

www.investorvote.co.nz. Online proxy appointments

must be received by 2.00pm on Tuesday 26 September

2023. Please see your proxy form for further details. The

Chair intends to vote all discretionary proxies given to

him in favour of resolution 1.

Hybrid Meeting:

All shareholders will have the opportunity to attend and

participate in the 2023 Annual Meeting either in person

or online via an internet connection (using a computer,

laptop, tablet or smartphone).

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.

The directors invite in person attendees at the Annual

Meeting to join them for light refreshments at the

conclusion of the meeting.

Explanatory Notes

A. ORDINARY BUSINESS

Explanatory Note 1 – Chair’s and Group Chief

Executive’s Reports

The Chair and the Group Chief Executive will each give

a presentation on the financial year ended 30 June

2023. Events occurring after 30 June 2023 will also

be discussed.

Explanatory Note 2 – Appointment and Remuneration

of Auditor

Section 207T of the Companies Act 1993 provides that a

company’s auditor is automatically reappointed unless

there is a resolution or other reason for the auditor not to

be reappointed. The Company wishes KPMG to continue

as the Company’s auditor, and KPMG has indicated its

willingness to do so.

Section 207S of the Companies Act 1993 provides that

the fees and expenses of KPMG as auditor are to be

fixed by the Company at the Annual Meeting or in such

a manner as the Company determines at the Annual

Meeting. The Board proposes that, consistent with

past practice, the auditor’s fees should be fixed by

the directors.

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EDEN PARK LOCATION

G

EDEN PARK

KINGSLAND

TRAIN STATION

New North Rd

Walters Rd

Cricket ave

Raleigh St

Bellwood Ave

Sandringham Rd

Sandringham Rd

Reimers Ave

DIRECTIONS TO EDEN PARK FROM THE SOUTHERN MOTORWAY:

Take the Khyber Pass Road exit and continue until you reach Symonds Street (750m).

Turn left onto Symonds Street (160m) keep right and continue onto New North Road (500m).

Stay on New North Road (900m) then take a slight left onto Sandringham Road (850m).

Turn left onto Reimers Ave (400m).

Entry and free parking is available in Car Park P5 off Reimers Avenue, please enter via Gate G. Security will assist

with directing you to the nearest available car parking spaces.

Take the lift to Level 4 and enter the World Cup Lounge.

How to get there

The closest train station is Kingsland train station.

For full route, timetable and fare information call Auckland Transport

on 09 366 6400 or 0800 10 30 80 or visit www.at.govt.nz/bus-train-ferry

CAR P5 PARK

Virtual Meeting Guide
HOW TO PARTICIPATE IN VECTOR’S

VIRTUAL MEETING

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.

Visit: https://meetnow.global/nz

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 call

+64 9 488 8700.

NAVIGATION

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

remotely is eligible to ask a question.

Select the Q&A tab and type your question into the box

at the bottom of the screen and press ‘Send’.

5

VECTOR.CO.NZ

---

Lodge your proxy
Online

www.investorvote.co.nz

By Email

corporateactions@computershare.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

GO ONLINE TO LODGE YOUR PROXY OR TURN OVER TO COMPLETE THE FORM


www.investorvote.co.nz

Lodge your proxy online, 24 hours a day, 7 days a week:

Your secure access information

Control Number:

CSN/Securityholder Number:

PLEASE NOTE: You will need your CSN/Securityholder Number and post code to securely access InvestorVote and

then follow the prompts to appoint your proxy and provide voting instructions online.

ADMISSION CARD: If you wish to attend the Vector Annual Meeting on Thursday 28 September 2023 at 2.00pm at

the World Cup Lounge, Level 4, Eden Park, Reimers Avenue, Mount Eden, Auckland, please bring this form to the

meeting as your admission card to assist registration.

HYBRID MEETING: Details of how to attend the Annual Meeting virtually are set out in the Virtual Meeting Guide.

Smartphone?

Scan the QR code

to vote now.

FOR YOUR PROXY APPOINTMENT TO BE

EFFECTIVE IT MUST BE RECEIVED BY

2.00PM ON TUESDAY 26 SEPTEMBER 2023

HOW TO VOTE ON ITEMS OF BUSINESS

All your securities will be voted in accordance with your directions.

APPOINTMENT OF PROXY

1. All registered shareholders as at 5.00pm on Tuesday 26 September

2023 are entitled to attend and vote at the Meeting or to appoint a

proxy or a representative (in the case of a corporate shareholder) to

attend and vote on their behalf:

(a) a proxy need not be a shareholder of Vector Limited

(the “Company”);

(b) if you wish, you may appoint the “Chair of the Meeting” as

your proxy;

(c) if the shares are held jointly, the appointment of the proxy is on

behalf of each joint holder;

(d) the person signing this form represents and warrants it is duly

authorised to do so.

2. If the shares are held jointly, the voting instructions given are on

behalf of each joint holder.

3. The Chair of the Meeting at the Annual Meeting is normally the Chair

of the Vector Board, or, in his absence, another director of Vector. If a

shareholder wishes to appoint the Chair of the Meeting as their proxy

and direct how their proxy is to vote, the shareholder should tick the

“for” or “against” or “abstain” box in respect of the relevant resolution.

If a shareholder leaves the “for” and “against” and “abstain” boxes for

any resolution blank, the Chair of the Meeting who has been

appointed as the shareholder’s proxy will be able to exercise the

shareholder’s vote on that resolution at their discretion.

4. If a shareholder appoints any director of Vector as their proxy, and

does not direct the director appointed as proxy how to vote, their vote

will be exercisable by that director at that director’s discretion.

5. If, in appointing a proxy, you have inadvertently not named someone to

be your proxy (either online or on this proxy form), or your named proxy

does not attend the meeting, the Chair of the Meeting will be your

proxy and will vote in accordance with your express direction.

ELECTRONIC VOTING

You can appoint a proxy to cast your vote electronically by accessing

InvestorVote (www.investorvote.co.nz) in accordance with the above

instructions. Use this option if you will NOT be attending the Meeting and

wish to lodge your proxy electronically. Do not return this form if you have

lodged your proxy using InvestorVote.

HYBRID MEETING

The hybrid meeting will be accessible on both desktop and mobile

devices. Please refer to the Virtual Meeting Guide that accompanies this

Proxy/Voting Form.

INSTRUCTIONS FOR POSTAL PROXY FORMS

Individual

Where the holding is in one name, the shareholder must sign.

Joint Holding

At least one joint shareholder should sign this form (on behalf of all joint

shareholders). In the case of joint shareholders, if the shareholders appoint

different voting proxies, the vote of the proxy appointed by the f irst named

shareholder will be counted.

Power of Attorney

Where the form of proxy is signed by an attorney, the Power of Attorney

under which it is signed if not previously produced to the Company, must

accompany the proxy form.

Companies

A proxy granted by a company must be signed by a duly authorised off icer

or attorney.

Corporate Representative

If a representative of a corporate security holder or proxy is to attend

the meeting you will need to provide the appropriate “Certif icate of

Appointment of Corporate Representative” prior to admission.

Mailing

If mailing the proxy form within New Zealand, please use the Business Reply

Paid envelope enclosed; seal and mail. No postage is required. If mailing the

proxy form f rom outside New Zealand, you must aff ix the necessary postage

f rom the country of mailing.

PROXY/VOTING FORM

Proxy form
STEP 1 APPOINT A PROXY TO VOTE ON YOUR BEHALF

I/WE

being a shareholder/shareholders of Vector Limited appoint:

of

(full name of proxy) (full address)

or failing him/her:

of

(full name of proxy) (full address)

As my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Vector Limited to be held at the World Cup

Lounge, Level 4, Eden Park, Reimers Avenue, Mount Eden, Auckland on Thursday 28 September 2023 at 2.00pm and at any

adjournment thereof; and to vote any resolution, on any resolution so amended and on any other resolution proposed. No

amendments to resolutions proposed or resolutions f rom the floor will be accepted.

If your proxy is not the Chair of the Meeting or any 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 admission to the Meeting for your proxy.

STEP 2 ITEMS OF BUSINESS – VOTING INSTRUCTIONS/BALLOT PAPER (A poll will be called on all resolutions)

Instruct your proxy to vote by placing an “X” in the relevant box. If you want your proxy to decide how to vote on the resolutions,

please mark the box “Proxy Discretion”. Please note that if you mark the “Abstain” box for an item, you are directing your proxy not

to vote on your behalf on the poll and your votes will not be counted in counting the required majority. The Chair intends to vote

all discretionary proxies in favour of resolution 1.

ORDINARY BUSINESS

FORAGAINSTABSTAIN

PROXY

DISCRETION

Appointment and Remuneration of Auditor

1.To record the automatic reappointment of the Auditor, KPMG, and to authorise the

directors to f ix the remuneration of the Auditor for the ensuing year.

SIGN SIGNATURE OF SHAREHOLDER(S) This section must be completed.

Shareholder 1Shareholder 2 (if applicable)Shareholder 3 (if applicable)



Contact Name

Contact Daytime Telephone Date

Shareholders can still attend the Meeting virtually, even if they have appointed a proxy (although they will not be able to

vote if a proxy has been appointed).

Annual meeting of Vector Limited to be held at

the World Cup Lounge, Level 4, Eden Park,

Reimers Avenue, Mount Eden, Auckland on

Thursday 28 September 2023 at 2.00pm.

ATTENDANCE SLIP

Individual/Director/authorised

signatory/attorney

Individual/Director/authorised

signatory/attorney

Individual/Director/authorised

signatory/attorney

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.