Notice of Annual Meeting 2025
Notice
of Annual
Meeting
2025
Notice is given that the one hundred and fourth Annual Meeting of
Shareholders of T&G Global Limited (“Company” or “T&G”) will be
held on:
Date: Wednesday 7 May 2025
Time: 10:00am
Venue: T&G Global Hub, Level 1, Building 1, Central Park,
660 Great South Road, Ellerslie, Auckland
(venue map at the back)
Fo r m at
The meeting will be held in person. Entry to the room will be available from 9:30am.
Tea and coffee will be served at the conclusion of the meeting.
Presentations
A. Chair’s address
B. Chief Executive Officer’s address
Financial statements
To receive and consider the fnancial statements
together with the report of the Directors and auditor
for the period ended 31 December 2024.
Resolutions
Ordinary resolutions
The following ordinary resolutions will be voted on.
An ordinary resolution is a resolution approved by a
simple majority of votes of shareholders entitled to
vote and voting at the meeting in person or by proxy
or representative. There are no voting restrictions on
the resolutions to be considered at the meeting.
Election of Directors
To vote upon the election of the Directors of the
Company who are retiring by rotation in accordance
with the Constitution and the NZX Listing Rules and
being eligible, offer themselves for re-election:
That Carol Campbell be reappointed as a
Director of T&G Global Limited.
That Robert Hewett be reappointed as a
Director of T&G Global Limited.
To vote upon the election of the Directors appointed
by the Board during the year, who are required to
resign in accordance with the Constitution and
the NZX Listing Rules and being eligible, offer
themselves for election:
That Michael Baur be reappointed as a Director
of T&G Global Limited.
That Philipp Trachtenberg be reappointed as a
Director of T&G Global Limited.
Appointment and remuneration of auditor
That under Section 207T(1) of the Companies
Act 1993 the reappointment of Deloitte be
confirmed, and that the Directors be authorised
to fix the fees and expenses of the auditor for
the ensuing year.
AgendaProxies
A shareholder entitled to attend and vote at the
Annual Meeting is entitled to appoint a proxy to
attend and vote on their behalf. A proxy form is
enclosed with this notice. A proxy need not be a
shareholder. If a shareholder wishes to appoint
a proxy, then the proxy form completed by the
shareholder, must be returned as noted below no
later than 10:00am on Monday 5 May 2025.
The proxy form is to be sent to Computershare
Investor Services Limited, either by lodging the form
online at www.investorvote.co.nz, by mail to Private
Bag 92119, Takapuna, Auckland 1142, New Zealand,
by email to corporateactions@computershare.co.nz
or delivered to Level 2, 159 Hurstmere Road,
Takapuna. To lodge the proxy form online,
shareholders will need their CSN/holder number,
postcode/country of residence and the secure
control number that is located on the front of their
voting/proxy form.
The Chair is willing to act as a proxy on behalf of
shareholders for any shareholder who may wish to
appoint him for that purpose. In addition, where a
shareholder does not name a person as their proxy
but otherwise completes the proxy form in full, or
where a shareholder’s named proxy does not attend
the meeting, the Chair will act as that shareholder’s
proxy and will vote in accordance with that
shareholder’s express direction. The Chair intends
to vote proxies for which he has discretion, and for
which he has authority to vote, in favour in respect of
all the resolutions.
Explanatory note to resolutions 1 and 2
NZX Listing Rule 2.7.1, requires that the Company’s
Directors must not hold office (without re-election)
past the third Annual Meeting of Shareholders
following their appointment or three years,
whichever is the longer. Carol Campbell and Robert
(‘Rob’) Hewett will retire at this year’s Annual
Meeting and being eligible, offer themselves for
re-election. The Board considers annually the
independent status of Carol Campbell and Rob
Hewett in accordance with the NZX Listing Rules
and has determined that both continue to be
independent.
Despite her long tenure, Carol is viewed as a highly
valued Board member by her fellow Directors.
The Board has observed the robust and analytical
approach that Carol brings to discussions with both
Explanatory notes
1
2
3
4
5
Carol Campbell has been a member of the T&G Board since 2010. She has extensive finance
experience and a sound understanding of effective board governance. Carol was a partner at
EY for over 25 years and has been a professional Director for over 15 years.
Carol is a Director and Chair of the Audit and Risk Committees of NZME Limited, the Fisher
listed investment companies (Barramundi Limited, Kingfish Limited and Marlin Global Limited)
and Chubb Insurance New Zealand Limited. Carol was previously a Director of New Zealand
Post Limited for 12 years, being the Chair of the Audit and Risk committee for eight of those, and Chair of the
Board for three years. Carol is also a Director of a number of private companies. Carol has a BCom from Auckland
University, is a Fellow Chartered Accountant, a Chartered Fellow of the Institute of Directors and a member of the
Disciplinary Tribunal of New Zealand Institute of Chartered Accountants. Carol is Chair of T&G’s Finance, Risk and
Investment Committee and a Member of the Human Resources Committee and the Sustainability Committee.
Rob Hewett joined the T&G Board in August 2018. He is a Director and Chair of Silver Fern
Farms Limited, Farmlands Co-operative Trading Society Limited, Hilton Haulage GP Limited,
Pioneer Energy Limited, Woolscour Holdings Limited, Fern Energy Limited, AgriZero Limited
and Hewett Farm Limited. Rob is also Chair of Rewiring Aotearoa and is a Director of Silver
Fern Farms Co-operative Limited. Rob holds a master’s degree in Commerce and Marketing
(Hons), a BCom (Ag) Economics and is a Chartered Fellow of the Institute of Directors. He
won the 2019 Outstanding Contribution to New Zealand Co-operatives award and the 2023
Chairperson of the Year at the Deloitte Top 200 awards. Rob is Chair of T&G’s Human Resources Committee and
a Member of the Finance, Risk and Investment Committee.
Explanatory note to resolution 3 and 4
Michael Baur was appointed by the Board on 19 November 2024. Pursuant to NZX Listing
Rule 2.7.1, he is required to retire at the Annual Meeting and being eligible, offers himself
for election. The Board has determined that Michael Baur is a Non-Independent Director as
defined in the NZX Listing Rules.
Michael joined the Board of Management of BayWa AG as Chief Restructuring Officer in
October 2024. He is a Global Vice Chair at global consulting firm AlixPartners, where he
has previously held several leadership positions, including German Country Leader and global Co-Leader of
its Turnaround & Restructuring Services practice. Michael has significant experience as a senior advisor and
manager, including in the roles of Chief Executive Officer and Chief Financial Officer. His broad industry expertise
covers the automotive, industrial goods, energy, retail, consumer goods, telecom and media sectors. He is also a
Director and Chair of BayWa r.e. AG - Germany and Cefetra Group B.V. - the Netherlands, and a Director of RWA
Raiffeisen Ware Austria AG - Austria.
Philipp Trachtenberg was appointed by the Board on 10 March 2025. Pursuant to NZX Listing
Rule 2.7.1, he is required to retire at the Annual Meeting and being eligible, offers himself for
election. The Board has determined that Philipp Trachtenberg is a Non-Independent Director
as defined in the NZX Listing Rules.
Philipp has extensive experience in corporate finance, mergers and acquisitions, and strategic
business development. He joined BayWa AG in 2010 and is currently Chief Financial Officer for
BayWa Global Produce GmbH and Head of Portfolio Management and M&A for BayWa AG.
In addition to his executive roles, Philipp is a Board Member of BHBW SA (Pty) Limited - South Africa and Alberta
AG Centre - Canada. Philipp studied in Germany and the United States and holds a degree in economics.
Board members and management and the manner in which she encourages open dialogue and ensures
accountability. As such, the Board unanimously considers Carol’s tenure does not compromise her independence
or ability to act in the best interests of the Company and of all shareholders.
Shareholder questions
Shareholders are invited to submit questions prior to
the Annual Meeting by email to info@tandg.global.
T&G will aggregate the main themes of questions
received by 5:00pm on Monday 5 May 2025 and
respond to them at the Annual Meeting. This means
that not every question submitted will be answered
individually and some questions may be covered in
the Chair or Chief Executive Officer’s address.
Procedural notes
T&G reserves the right not to address questions
that, in the Chair’s opinion, are not reasonable or
appropriate in the context of an Annual Meeting,
or any written questions in advance that were not
received in time. In addition, please note that not all
questions raised during the meeting may be able to
be answered immediately and, in this case, will be
followed up after the meeting.
T&G Global Hub, Level 1
Building 1, Central Park
660 Great South Road
Ellerslie, Auckland
If traveling from Great South Road,
entry to Central Park, 660 Great
South Road, is via Park Avenue
(opposite One Tree Hill College).
Parking attendants will be available
within Central Park from 9:15am to
guide you to the T&G southern car
parking building. You will be directed
to park on levels 3 and 4 of the
building.
It is a 300 metre uncovered walk
from the car park to the T&G Global
Hub, located in Building 1.
Venue map
T&G parking,
southern parking building
T&G Global Hub
(location of the
Annual Meeting
of Shareholders)
660 Great South Road
Entrance / Exit
Sultan Street
Entrance / Exit
Great South Road
Exit
La Quinta by
Wyndham Hotel
Explanatory note to resolution 5
Deloitte has been the auditor for T&G Global
Limited since the 2012 financial year and will be
automatically reappointed at this Annual Meeting
unless there is a resolution or other reason for the
auditor not to be reappointed. The Company wishes
Deloitte to continue as the Company’s auditor, and
Deloitte has indicated its willingness to do so. The
Lead Audit Partner rotates every five years, with a
new partner joining for the 2024 financial year.
The auditor’s fees and expenses must be fixed
by the Company at the Annual Meeting, or in the
manner that the Company determines at the Annual
Meeting. Therefore, shareholders are being asked
to resolve that the Directors be authorised to fix the
fees and expenses of Deloitte for the audit of the
Company’s financial statements for the year ending
31 December 2025.
---
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
Level 2, 159 Hurstmere Road, Takapuna,
Auckland 0622
By Email
corporateactions@computershare.co.nz
For all enquiries contact
+64 9 488 8777
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Proxy/Voting Form: T&G Global Limited Annual Meeting, 10.00am Wednesday, 7 May 2025.
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 10:00am (New Zealand time) on Monday, 5 May 2025.
Turn over to complete the form to vote
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. A proxy need not
be a shareholder. The Chair of the meeting, or any other director, is willing to act as
proxy for any shareholder who wishes to appoint him for that purpose.
To do this, enter ‘the Chair’ or the name of your proxy in the space allocated in
‘Step 1’of this form. If you do not name a person as your proxy but you otherwise
complete your proxy form in full or if your named proxy does not attend the
meeting, the Chair will be appointed your proxy and will vote in accordance with
your express direction. The Chair intends to vote proxies for which he has
discretion in favour in respect of all the resolutions. No resolution is subject to any
voting restrictions.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box or if you mark more than one box on an item
your vote will be invalid on that item.
Attending the Meeting
If you are attending the meeting in person please bring this form to assist with
registration. If you change your mind on the appointment of a proxy or
representative, you can revoke the appointment by written notice to the Company.
Such notice must be received at the registered office of the Company.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should
sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can also sign alone. Please sign in the appropriate place and
indicate the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.
T&G Global Limited
@
Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
I/We being a shareholder/s of T&G Global Limited
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
Items of Business - Voting Instructions/Ballot Paper
STEP 2
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Director
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
Ordinary Business
1.
That Carol Campbell be reappointed as a Director of T&G Global Limited.
2.
That Robert Hewett be reappointed as a Director of T&G Global Limited.
3.
That Michael Baur be reappointed as a Director of T&G Global Limited.
4.
That Philipp Trachtenberg be reappointed as a Director of T&G Global Limited.
5.
Appointment and remuneration of auditor
That under Section 207T(1) of the Companies Act 1993 the reappointment of Deloitte be confirmed, and that the
Directors be authorised to fix the fees and expenses of the auditor for the ensuing year.
For
Against
Proxy
DiscretionAbstain
or Director (if more than one)
Elect Electronic Communications
as my/our proxy to exercise my/our vote at the Annual Meeting of Shareholders of T&G Global Limited to be held at T&G Global Hub, Level 1, Building 1, Central Park,
660 Great South Road, Ellerslie, Auckland on Wednesday, 7 May 2025 commencing at 10.00am and at any adjournment of that meeting.
ATTENDANCE SLIP
Annual Meeting of Shareholders of T&G Global Limited
to be held at T&G Global Hub, Level 1, Building 1,
Central Park, 660 Great South Road, Ellerslie, Auckland
on Wednesday, 7 May 2025 commencing at 10.00am.
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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