Notice of meeting and proxy form
Virtual
Meeting
Guide
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
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Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
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Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
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Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
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Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
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Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
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Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
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Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
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Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
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Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Title
Description
Body
Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
---
NOTICE OF
MEETING
2024
Notice is hereby given that the Annual Meeting of
Shareholders of Blis Technologies Limited (Company)
will be held:
Wednesday 28 August 2024 11:00am
Dunedin Public Art Gallery, Auditorium,
30 The Octagon, Dunedin
Registrations will open at 10.30am.
Stream online at www.virtualmeeting.co.nz/blt24
NOTICE OF ANNUAL MEETING
BLIS TECHNOLOGIES LIMITED
BUSINESS
The business of the Meeting will be:
1. Chair’s Address
Geoff Plunket (Chair)
2. Chief Executive Officer’s Address
Scott Johnson
3. Re-election of Geoff Plunket as a
Director (Resolution 1)
To consider, and if thought fit, pass the
following Ordinary Resolution:
“That Geoff Plunket be re-elected as a
Director of the Company.”
See Explanatory Notes
4. Re-election of Dr Barry Richardson as a
Director (Resolution 2)
To consider, and if thought fit, pass the
following Ordinary Resolution:
“That Dr Barry Richardson be re-elected as a
Director of the Company.”
See Explanatory Notes
5. Election of Anita Johansen as a Director
(Resolution 3)
To consider, and if thought fit, pass the
following Ordinary Resolution:
“That Anita Johansen be elected as a Director
of the Company.”
See Explanatory Notes.
6. Auditors (Resolution 4)
To record that Deloitte are reappointed as
auditors of the Company in accordance with
section 207T of the Companies Act 1993 and
if thought fit, to pass the following Ordinary
Resolution:
“That the Directors be authorised to fix the
remuneration of the auditors for the ensuing
year.”
7. Other Business
To consider any other ordinary business
which may properly be brought before the
Meeting.
VIRTUAL ANNUAL MEETING
Shareholders will be able to attend the Meeting in person, or, alternatively,
will be able to attend and participate at the Meeting virtually via an online
platform provided by the Company’s share registrar, MUFG Corporate
Markets (formerly Link Market Services) at www.virtualmeeting.co.nz/blt24.
Shareholders attending and participating in the Meeting virtually via the
online platform will be able to vote and ask questions during the Meeting.
More information regarding virtual attendance at the Meeting
(including how to vote and ask questions virtually during the
Meeting) is available in the Virtual Annual Meeting Online Portal
Guide, which is available at https://bcast.linkinvestorservices.
co.nz/MUFG/MUFG_VirtualMeetingGuide.pdf
PROXIES
All shareholders are entitled to attend and vote at the Meeting or to
appoint a proxy to attend and vote in their place.
A proxy need not be a shareholder of the Company. Enclosed with this
notice of Meeting is a proxy/corporate representative form. If you wish,
you may appoint “The Chair of the Meeting” as your proxy or as an
alternative to your named proxy. The Chair of the Meeting intends to vote
all discretionary proxies in favour of the relevant resolution.
For the appointment of a proxy to be valid, the form must be lodged at the
Company’s Share Registry, MUFG Corporate Markets (formerly Link Market
Services), by any of the methods specified on the proxy form (being online,
by scanning and emailing, post or delivery), to be received no later than 48
hours before the start of the Meeting (that is, by 11:00am on Monday 26
August 2024). Postal voting is not permitted.
CORPORATE REPRESENTATIVES
A body corporate which is a shareholder may appoint a person to attend
the Meeting on its behalf in the same manner as that in which it could
appoint a proxy. The form to appoint a proxy/corporate representative must
be signed on behalf of the body corporate by a person acting under the
body corporate’s express or implied authority.
VOTING
All resolutions are ordinary resolutions (Ordinary Resolutions). In order
for them to be passed, they require the affirmative vote of a simple
majority, being more than 50% of the votes cast by those shareholders
entitled to vote and who vote in person or by proxy.
By order of the Board of Directors
Geoff Plunket (Chair)
30 July 2024
EXPLANATORY NOTES
In these explanatory notes, references to ‘Listing Rules’ are
to the NZX Listing Rules.
1. ROTATION OF DIRECTORS
1.1 The Listing Rules state that Directors must not hold
office (without re-election) past the third annual
Meeting following the Director’s appointment, or three
years, whichever is longer.
1.2 Accordingly, Geoff Plunket and Dr Barry Richardson
retire by rotation at this Meeting and seek re-election.
1.3 All other Directors (except for Anita Johansen - see
explanatory notes for Resolution 3) have been elected
(or re-elected) at the two most recent annual Meetings
so will continue to hold office.
2. RESOLUTION 1
Re-election of Geoff Plunket
2.1 Geoff was appointed as a
Director of Blis Technologies
Limited in May 2018, taking
over the chair role in July 2021.
2.2 Geoff worked for Coopers & Lybrand (now PwC) and
KPMG in Dunedin and Birmingham, UK through the
1980’s before joining Port Otago Limited in 1988, as
Chief Financial Officer. Geoff spent the following 29
years with the Port Otago Group, before retiring in
2017. Geoff worked across the business in a variety
of roles, culminating in appointment as CEO in 2004,
a position he held until retirement. Geoff is also an
independent Director on the Port of Auckland.
2.3 Geoff is a Fellow of Chartered Accountants Australia
and New Zealand, and a Member of the Institute of
Directors.
2.4 These details will also be available on the Company’s
website: www.blis.co.nz/pages/corporate-governance.
2.5 The Board has determined that Mr Geoff Plunket is an
Independent Director for the purposes of the Listing
Rules and supports his re-election as a Director.
3. RESOLUTION 2
Re-election of Dr Barry
Richardson
3.1 Barry is Dunedin based and
has been a Director of Blis
Technologies Limited since
July 2018, serving on the Audit and Risk Committee
during this time.
3.2 Barry joined the NZ Dairy Board in 1985 after a period
in research and development and also undertook
business development roles in two joint venture
companies. In 1991 he joined Tatua Co-op Dairy Co.
Limited to develop a milk biologics business and was
also General Manager, International and Strategic
Development. Barry later became CEO of Westland
Milk Products Limited when the company chose to
independently market its own dairy products with the
deregulation of the dairy industry at the end of 2001.
3.3 Transitioning to Blis Technologies Limited in 2006,
Barry served as CEO until 2016 and currently serves as a
Director at CertusBio Limited.
3.4 With academic credentials including an M.Sc. (Hons) in
Biochemistry and a PhD from Massey University, Barry
is recognized as a Fellow of both the NZ Institute of
Management and the NZ Institute of Food Science and
Technology. He received the prestigious JC Andrews
award in 2003 for his contributions to Food Science and
Technology.
3.5 These details will also be available on the Company’s
website: https://blis.co.nz/pages/corporate-governance.
3.6 The Board has determined that Dr Barry Richardson is
an Independent Director for the purposes of the Listing
Rules and supports his re-election as a director.
EXPLANATORY NOTES
4.RESOLUTION 3
Election of Anita Johansen
4.1 Anita Johansen is the CEO of
Probi AB and was appointed
by the Board in accordance
with clause 11.2 (b) of the
constitution of the Company on 1 January 2024.
4.2 Under the Listing Rules, any Director appointed by
the Board during the year shall hold office until the
commencement of the next annual meeting, when they
will cease to hold office and, being eligible, may put
themselves forward for election at that meeting.
4.3 Accordingly, Anita Johansen ceases to hold office at the
Meeting and offers herself for election by shareholders.
4.4
Further details in relation to Anita Johansen are set
out below
. These details will also be available on the
Company’s website: www.blis.co.nz/pages/corporate-
governance
4.5 Anita Johansen is currently CEO of Probi AB. Anita is
also currently serving as an elected board member of
International Association of Probiotics (IP
A) and on the
board of IPA Europe.
4.6
Anita joined Probi AB in April 2022 as the V
ice President
of Research and Development, and since April 2023
has been the CEO. Throughout her career she has been
working with product development and held leadership
positions in global consumer healthcare companies, such
as Ferrosan, Pfizer Consumer Healthcare, Novozymes and
USP Zdrowie.
4.7 Anita earned her Master of Pharmacy and her PhD in
Pharmaceutical T
echnology from the Danish University of
Pharmaceutical Sciences, University of Copenhagen.
4.8
The Board has determined that Anita Johansen is not an
Independent Director due to her role as CEO of Probi AB,
which is a substantial product holder of Blis T
echnologies
Limited.
4.9 The Board supports the election of Anita as a
Director.
www.blis.co.nz
Physical Address
Blis Technologies Limited
Ground Floor
442 Moray Place
Dunedin 9016
Postal Address
PO Box 2208
Dunedin 9044
New Zealand
Email
info@blis.co.nz
---
General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com
PROXY FORM/ADMISSION CARD FOR BLIS TECHNOLOGIES LIMITED 2024 ANNUAL MEETING
Notice is hereby given that the Annual Meeting of Shareholders of Blis Technologies Limited (the Company) will be held at the Dunedin Public Art
Gallery, Auditorium, 30 The Octagon, Dunedin on Wednesday, 28 August 2024, commencing at 11:00am. If you will attend the Meeting, please
bring this form to assist with your registration. If you will not attend the Meeting but wish to be represented by proxy, please complete and return this
form (in accordance with the lodgment instructions above) to Blis Technologies Limited share registry, MUFG Corporate Markets (formerly known as
Link Market Services), by no later than 11:00am, Monday 26 August 2024. Shareholders are also able to attend the Annual Meeting online via
the MUFG Corporate Markets (formerly Link Market Services) Virtual Annual Meeting platform at http://www.virtualmeeting.co.nz/blt24 If you
will be attending online, you will require your Holder Number for verification purposes.
Appointment of proxy
All shareholders are entitled to attend and vote at the meeting or to appoint a proxy and vote in their place, unless specifically excluded, in the case of
a corporate shareholder, a representative to attend and vote instead of him/her and that proxy or representative need not also be a shareholder. If you
wish, you may appoint “The Chair of the Meeting” as your proxy or as alternative to your named proxy. The Chair of the Meeting intends to vote all
discretionary proxies in favour of the relevant resolution.
Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each resolution. If you return this form
without directing the proxy how to vote on any particular matter, the proxy may vote as he/she thinks fit or abstain from voting. If you make more than one
election in respect of a resolution your vote will be invalid on that resolution. If this Proxy Form is returned duly signed by a Shareholder with voting
instructions included, but without specifying a person that is appointed as proxy, the Chairperson is deemed to be the proxy for the purpose of that form,
but only to vote to the extent of the voting instructions provided.
Attending the meeting
If you wish to vote in person, you should attend the Meeting. Please bring this Proxy Form/Admission Card with you to the Meeting to assist with
your registration.
A corporation which is a Shareholder may appoint a representative to attend the Meeting on its behalf in the same manner as it could appoint a proxy.
A proxy does not need to be a shareholder of the Company.
Signing instructions for proxy forms
Individual
This Proxy Form must be signed by the shareholder or his/her/its attorney duly authorised in writing.
Joint Holding
In the case of a joint shareholding, this Proxy Form may be signed by either, or on behalf of, the joint shareholder (or their duly authorised attorney).
Power of Attorney
This Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority certified by a Solicitor,
Justice of the Peace or Notary Public must be received at the office of MUFG Corporate Markets (formerly Link Market Services), in any manner as per
the instructions below
Corporate Shareholder
In the case of a corporate shareholder, this Proxy Form must be signed by a director or a duly authorised officer acting under the express or implied
authority of the shareholder, or an attorney duly authorised by the shareholder.
Go online to https://investorcentre.linkgroup.nz/voting/BLT to appoint your proxy
LODGE YOUR PROXY
Online:
https://investorcentre.linkgroup.nz/voting/BLT
Scan & email:
meetings@linkmarketservices.com Mail:
Use the reply paid
Deliver: envelope or address to:
MUFG Corporate Markets MUFG Corporate Markets
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online
PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder(s) of Blis Technologies Limited hereby appoint:
of
(full name of proxy) (full address)
Or
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 the Company to be held on Wednesday, 28 August 2024 and
at any adjournment of that meeting and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on
any other resolution proposed at the meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy will vote on each resolution
as he/she sees fit, or may abstain from voting. The proxy is appointed only in respect of the above meeting or any adjournment thereof.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your behalf
during a poll and your votes will not be counted computing the required majority, for that item.
BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:
Tick () in box to vote
For Against Abstain Discretion
1. That Geoff Plunket be re-elected as a Director of the Company.
2. That Dr Barry Richardson be re-elected as a Director of the Company.
3. That Anita Johansen be elected as a Director of the Company.
4. That the Directors be authorised to fix the remuneration of the auditors for the ensuing year.
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Shareholders’ Meeting (either in person or via the virtual meeting platform at www.virtualmeeting.co.nz/blt24 will
have the opportunity to ask questions during the Meeting. If you cannot attend the Annual Shareholders’ Meeting but would like to ask a question, you
can submit a question online by going to https://investorcentre.linkgroup.nz/voting/BLT and completing the online validation process or complete the
question section below and return to MUFG Corporate Markets (formerly Link Market Services). Questions will need to be submitted by 11:00am on
Monday 26 August 2024. The Board will address and answer questions at the Annual Meeting.
STEP 4: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 3
or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name Contact Daytime Telephone Date
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.
Question:
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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