Notice of Annual Meeting 2023
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
3
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.
4
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.