Notice of annual meeting
NOTICE OF 2024
ANNUAL MEETING
VECTOR LIMITED
Notice is given that the 2024 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 26 September 2024, commencing at 2.00pm.
PLEASE READ
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Notice of 2024 Annual Meeting
The 2024 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 through
the Computershare Meeting Services web platform https://meetnow.global/nz, on Thursday
26 September 2024, commencing at 2.00pm.
AGENDA
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 2024, including
consideration of the financial statements and the
audit report. (See Explanatory Note 1, on page 3.)
Election and Re-election of Directors
In October 2023, the board appointed Bruce Hassall
as a director of the Company. In accordance with
NZX Listing Rule 2.7.1, Bruce Hassall will retire
and, being eligible, offers himself for election. The
meeting will be asked to consider by ordinary
resolution:
1. To elect Bruce Hassall as a director of
the Company.
Further, in accordance with NZX Listing Rule 2.7.1,
Bruce Turner and Anne Urlwin retire by rotation
and, being eligible, offer themselves for re-election.
The meeting will be asked to consider by ordinary
resolution:
2. To re-elect Bruce Turner as a director of
the Company.
3. To re-elect Anne Urlwin as a director of
the Company.
(See Explanatory Note 2, on page 3.)
Biographies of Bruce Hassall, Bruce Turner and
Anne Urlwin are set out on page 4.
Appointment and Remuneration of Auditor
The meeting will be asked to consider by an
ordinary resolution:
4. 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 3, 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
27 August 202
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PROCEDURAL NOTES
Vector is holding a hybrid Annual Meeting to allow
shareholders who are unable to attend in person
the opportunity to participate online through the
Computershare Meeting Services web platform
https://meetnow.global/nz. Please refer to page 6 for
more information.
If you wish to participate in person, please bring
the enclosed Proxy/Voting form or your CSN holder
number with you to the meeting.
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.
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 24 September 2024, 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 24 September
2024. Alternatively, you can appoint a proxy online at
www.investorvote.co.nz.
Online proxy appointments must be received by
2.00pm on Tuesday 24 September 2024. Please see
your proxy form for further details. The Chair intends
to vote all discretionary proxies given to him in favour
of resolutions 1 to 4.
Hybrid Meeting:
All shareholders will have the opportunity to attend
and participate in the 2024 Annual Meeting either
in person or online via an internet connection
(using a computer, laptop, tablet or smartphone).
Details of how to participate online are provided
on page 6. 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.
Hearing Impairment:
If you have a hearing impairment that you would
like assistance with during the meeting, please
email companysecretary@vector.co.nz prior to
12 September 2024 so Vector can explore options
with you.
The directors invite in person attendees at the
Annual Meeting to join them for light refreshments
at the conclusion of the meeting.
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BIOGRAPHIES
Bruce Hassall
BCom, FCA (CAANZ), CMinstD
―
Bruce is an experienced director with extensive industry and sectors
knowledge across the New Zealand economy in both listed and private
companies. He is a Chartered Accountant who has specialist expertise
in financial reporting, information system processes, risk management,
business acquisitions & capital raising. Bruce is currently the chair of The
Farmers’ Trading Company Limited and Prolife Group Holdings Limited
and is a director of Fonterra Co-operative Group Limited. He was formerly
the Chair of Fletcher Building Limited and the Senior Partner and CEO of
PwC New Zealand.
Bruce Turner
BE (Hons), ME, BCom
―
Bruce Turner is a highly experienced senior executive with deep experience
across the dairy and energy sectors, both in New Zealand and internationally.
Working in the energy industry for more than 30 years, Bruce was extensively
involved in the development of the energy industries in New Zealand, Singapore
and Europe. He was a member of NZ Electricity Market (NZEM) despatch
rules working group, the NZEM Rules Committee, the MARIA governance
board and the Electricity Authority’s Security and Reliability Council. This deep
understanding of the sector is invaluable as Vector, and the energy industry,
navigates the challenges of climate change and increasing demand for clean
electricity supply. As well as the Vector board, Bruce’s governance experience
includes joint venture boards for both Mercury and Fonterra. He is a director
of GlobalDairyTrade Holdings Limited and an advisory board member at the
University of Colorado’s JP Morgan Center for Commodities.
Anne Urlwin
BCom, FCA, CFInstD, MAICD, ACIS, FNZIM
―
Anne Urlwin is a professional director with experience in a diverse range of
sectors including construction, property development, health, infrastructure,
telecommunications, renewable energy, regulation and financial services.
Her current governance roles include chairmanship of Precinct Properties
New Zealand, and directorships of Infratil, Ventia Services Group and City Rail
Link. Anne is a former director of Summerset Group Holding, Queenstown
Airport Corporation, Tilt Renewables, Chorus, and Meridian Energy, and
a former Chair of national commercial construction group Naylor Love
Enterprises and the New Zealand Blood Service. She is a Chartered Accountant
with experience in senior finance management roles. Anne was made an
Officer of the New Zealand Order of Merit in 2022 for services to business.
5
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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
Eden Park is an accessible venue and there are accessibility carparks available at Eden Park. More information can be
found at www.edenpark.co.nz/accessibility
CAR P5 PARK
Key:
Accessible parking
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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.
VECTOR.CO.NZ
Details of how to participate online are provided in the Virtual Meeting Guide available at
www.computershare.com/vm-guide-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
FOR ALL ENQUIRIES CONTACT
+64 9 488 8777
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 26 September 2024 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 online are set out in the notice of meeting.
Smartphone?
Scan the QR code
to vote now.
FOR YOUR PROXY APPOINTMENT TO BE
EFFECTIVE IT MUST BE RECEIVED BY
2.00PM ON TUESDAY 24 SEPTEMBER 2024
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
24 September 2024 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 notice of meeting 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
GO ONLINE TO LODGE YOUR PROXY OR TURN OVER TO COMPLETE THE 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 26 September 2024 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 virtual 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 resolutions 1 to 4.
ORDINARY BUSINESS
FORAGAINSTABSTAIN
PROXY
DISCRETION
Election and Re-election of Directors
1.
To elect Bruce Hassall as a director of the Company.
2.
To re-elect Bruce Turner as a director of the Company.
3.
To re-elect Anne Urlwin as a director of the Company.
Appointment and Remuneration of Auditor
4.To record the automatic reappointment of the auditor, KPMG, and to authorise
the directors to f ix the remuneration of the auditor for the ensuring year.
SIGN SIGNATURE OF SHAREHOLDER(S) This section must be completed.
Shareholder 1Shareholder 2 (if applicable)Shareholder 3 (if applicable)
Individual/Director/authorised signatory/attorney Individual/Director/authorised signatory/attorney Individual/Director/authorised signatory/attorney
Contact Name
Contact Daytime Telephone Date
Shareholders can still attend the meeting electronically, 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 26 September 2024 at 2.00pm.
ATTENDANCE SLIP
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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