Notice of annual meeting CORRECTED
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.
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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.
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 2024. Events occurring after 30 June 2024
will also be discussed.
Explanatory Note 2 – Election and Re-election
of Directors
The NZX Listing Rules require that directors
appointed by the board retire at the next annual
meeting but shall be eligible for election at that
meeting. In October 2023, the board appointed Bruce
Hassall as a director of the Company. He retires at this
Annual Meeting, but, being eligible, offers himself
for election. The NZX Listing Rules also require that
directors must not hold office (without re-election)
past the third annual meeting following the director’s
appointment or 3 years, whichever is longer. Bruce
Turner and Anne Urlwin are subject to rotation under
the NZX Listing Rules and they retire by rotation at
this Annual Meeting. Being eligible, Bruce Turner
and Anne Urlwin offer themselves for re-election.
The board has determined that Bruce Hassall, Bruce
Turner and Anne Urlwin are Independent Directors
(as defined by the NZX Listing Rules). Biographical
details for the directors proposed to be elected or
re-elected by rotation are set out on page 4.
Explanatory Note 3 – 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.
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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.
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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
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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
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.