Vector Limited/Announcement
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Notice of annual meeting CORRECTED

AGM12 September 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

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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.