Vector Limited/Announcement
Vector Limited logo

Notice of annual meeting

AGM26 August 2024VCTUtilities

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

2
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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3
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
5

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

6
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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