Notice of Annual Meeting 2024
Notice
of Annual
Meeting
2024
Notice is given that the one hundred and third Annual Meeting of
Shareholders of T&G Global Limited (“Company” or “T&G”) will be
held on:
Date: Wednesday 26 June 2024
Time: 10:00am
Venue: T&G Global Hub, Level 1, Building 1, Central Park,
660 Great South Road, Ellerslie, Auckland
(venue map at the back)
Fo r m at
The meeting will be held in person. Entry to the room will be available from 9:45am.
Tea and coffee will be served at the conclusion of the meeting.
Agenda
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 24 June 2024.
The proxy form is to be sent to Computershare
Investor Services Limited, either by lodging the
form online at www.investorvote.co.nz, by mail
to Private Bag 92119, Takapuna, Auckland 1142,
New Zealand, by email to corporateactions@
computershare.co.nz or delivered to Level 2, 159
Hurstmere Road, Takapuna. To lodge the proxy
form online, shareholders will need their CSN/
Holder number, Postcode/Country of Residence
and the secure Control Number that is located on
the front of their voting/proxy form.
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 note to resolutions 1 – 3
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, Marcus Pöllinger,
Andreas Helber and Ralf Tobias Priske will retire
at this year’s Annual Meeting and, being eligible,
offer themselves for re-election. The Board has
determined that Marcus Pöllinger, Andreas Helber
and Ralf Tobias Priske are Non-Independent
Directors in accordance with the NZX Listing Rules.
Explanatory notes
Presentations
A. Chair’s address
B. Chief Executive Officer’s address
Financial statements
To receive and consider the Financial Statements
together with the report of the Directors and auditor
for the period ended 31 December 2023.
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 Marcus Pöllinger be reappointed as a
Director of T&G Global Limited.
That Andreas Helber be reappointed as a
Director of T&G Global Limited.
That Ralf Tobias Priske be reappointed as a
Director of T&G Global Limited.
To vote upon the election of a Director appointed by
the Board during the year, who is required to resign
in accordance with the Constitution and the NZX
Listing Rules and, being eligible, offers himself for
election:
That Bastian von Streit 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
4
5
Marcus PöllingerMarcus Pöllinger joined the BayWa Group in 2008 and was appointed CEO of BayWa AG in
2023. Marcus has held various management positions at the Group and has been a member
of BayWa’s Board of Management since 2018 before becoming CEO.
Marcus graduated in business administration, having completed his professional training in
Munich, London and Sophia Antipolis (France). Marcus is the Chair of the supervisory boards of
BayWa Global Produce GmbH – Munich, Cefetra Group B.V. – Rotterdam and BayWa r.e. AG –
Munich and a member of the supervisory board of RWA Raiffeisen Ware Austria AG – Vienna.
Andreas HelberAndreas Helber has been BayWa’s Chief Financial Officer since 2010. Andreas began his
career at KPMG in Munich where he qualified as a tax consultant and auditor.
Andreas is a member of the supervisory boards of a number of private and listed companies
including R+V Allgemeine Versicherung AG – Wiesbaden, BayWa Global Produce GmbH –
Munich, BayWa r.e. AG – Munich, RWA Raiffeisen Ware Austria AG – Vienna, and Cefetra
Group B.V. – Rotterdam.
Ralf Tobias Priske (Tobias)Ralf Tobias Priske (Tobias) started working for the BayWa Group in 1998 as a member of
the Legal Department and had a leading role in the acquisition of the majority of the shares
of T&G by BayWa in 2012. From 2013 to 2015, Tobias worked for the renewable energy sector
of the BayWa Group as Deputy Legal Counsel focusing on establishing the renewable energy
business in the US. In July 2015, Tobias was appointed as BayWa AG’s Company Secretary
before becoming Head of Asset Management International in 2023.
Tobias is a Director of BayWa Agrar Beteiligungs GmbH – Munich and Cefetra Group B.V.
– Rotterdam and is Company Secretary of BayWa Global Produce GmbH – Munich and
BayWa Canada Ltd. – Vancouver.
Explanatory note to resolution 4
Bastian von StreitBastian von Streit was appointed by the
Board on 18 April 2024. Pursuant to NZX
Listing Rule 2.7.1, he is required to retire
at the Annual Meeting and, being eligible,
offers himself for election. The Board has
determined that Bastian von Streit is a
Non-Independent Director as defined in
the NZX Listing Rules.
Bastian joined the BayWa Group in 2011 and is Chief Financial
Officer for BayWa Global Produce GmbH – Munich and Head
of Finance for BayWa AG’s agriculture, agriculture equipment,
building materials and energy business units. He has over 20
years of corporate finance experience across Germany and
New Zealand.
After an initial engagement with Deloitte in 2005, Bastian
joined BayWa AG in 2011 as Head of Group Accounting. In
2017, he briefly left BayWa AG to step into the role of Head of
Finance at Willy Bogner GmbH & Co KGaA, before moving to
New Zealand in 2018 to become T&G Global’s Chief Financial
Officer. In 2021, Bastian relocated back to Germany and
became Chief Financial Officer at BayWa Global Produce
GmbH – Munich, with his role expanding in 2023 to take on
additional responsibilities across the BayWa Group. Bastian
studied at the University of Munich, where he graduated with
a degree in economics.
Explanatory note to resolution 5
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 2024.
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 24 June 2024 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 or Chief Executive Officer’s address.
Procedural notes
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 that were not
received in time. In addition, please note that not all
questions raised during the meeting may be able to
be answered immediately and, in this case, will be
followed up after the meeting.
Venue map
T&G Global Hub, Level 1
Building 1, Central Park
660 Great South Road
Ellerslie, Auckland
If traveling from Great South Road,
entry to Central Park, 660 Great
South Road, is via Park Avenue
(opposite One Tree Hill College).
Parking attendants will be available
within Central Park from 9:15am to
guide you to the T&G southern car
parking building. You will be directed
to park on levels 3 and 4 of the
building.
It is a 300 metre uncovered walk
from the car park to the T&G Global
Hub, located in Building 1.
T&G parking,
southern parking building
T&G Global Hub
(location of the
Annual Meeting
of Shareholders)
660 Great South Road
Entrance / Exit
Sultan Street
Entrance / Exit
Great South Road
Exit
La Quinta by
Wyndham Hotel
---
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, 26 June 2024.
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, 24 June 2024.
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
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.
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. 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/herof
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
1.
That Marcus Pöllinger be reappointed as a Director of T&G Global Limited.
2.
That Andreas Helber be reappointed as a Director of T&G Global Limited.
3.
That Ralf Tobias Priske be reappointed as a Director of T&G Global Limited.
4.
That Bastian von Streit be reappointed as a Director of T&G Global Limited.
5.
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
as my/our proxy to exercise my/our vote at the Annual Meeting of Shareholders of T&G Global Limited to be held at T&G Global Hub, Level 1, Building 1, Central Park,
660 Great South Road, Ellerslie, Auckland on Wednesday, 26 June 2024 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 at T&G Global Hub, Level 1, Building 1,
Central Park, 660 Great South Road, Ellerslie, Auckland
on Wednesday, 26 June 2024 commencing at 10.00am.
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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