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AU$10.280
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Notice of Annual Meeting - The a2 Milk Company

Market announcements

Notice of Annual Meeting

September 26, 2014

NOTICE is hereby given that the Annual Meeting of shareholders of The a2 Milk Company Limited (the “Company”) for the year ended 30 June 2014 will be held at the offices of Simpson Grierson, Level 28, Lumley Centre, 88 Shortland Street, Auckland on Tuesday, 18 November 2014, commencing at 2pm.

Once inside the Lumley Centre, you will be directed by a sign to Level 28 where another sign will direct you to the Papatuanuku and Tangaroa Rooms, where the meeting is taking place.

To view the latest financial statements for the year ended 30 June 2014, please select the 2014 Annual Report within the results section of the website.

The Explanatory Notes, which accompany this Notice of Meeting, set out the details of the resolutions which will be put before shareholders.

BUSINESS

The business of the meeting is comprised of ordinary business, being:

1.              Financial Statements and Reports

To receive and consider the Company’s financial statements for the year ended 30 June 2014, together with the directors’ and Auditors’ reports.

2.              Considering the Re-appointment of Auditors (Resolution 1)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution of the Company:

“That Ernst & Young be re-appointed as Auditors of the Company and that the directors of the Company be authorised to fix the Auditors’ remuneration for the ensuing year.”

3.              Re-election of Director – Melvyn Miles (Resolution 2)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution of the Company:

“That Melvyn Miles, who will retire at the close of the meeting in accordance with NZX Main Board Listing Rule 3.3.11, be re-elected as a director of the Company.”

4.              Election of Director – David Hearn (Resolution 3)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution of the Company:

“That David Hearn, who will retire at the close of the meeting in accordance with NZX Main Board Listing Rule 3.3.6, be elected as a director of the Company.”

5.              General Business

To consider any other matters which may properly be brought before the meeting.

PROXIES

A shareholder entitled to attend and vote may appoint a proxy to attend and vote on that shareholder’s behalf.  The proxy need not be a shareholder of the Company.

To appoint a proxy a shareholder should complete and sign the proxy form enclosed with this notice and return it to the office of the Company’s Share Registrar, Link Market Services Limited, Level 7, Zurich House, 21 Queen Street, PO Box 91976, Auckland, by no later than 2pm on Sunday, 16 November 2014.

The Chairman of the meeting may be appointed as a proxy and intends to vote any undirected/discretionary proxy in favour of each resolution.

CORPORATE REPRESENTATIVES

A corporation which is a shareholder may appoint a representative to attend the meeting on its behalf in the same manner as it could appoint a proxy.

POSTAL VOTING

A shareholder is entitled to exercise his/her vote at the meeting by casting a postal vote.  A postal voting form is incorporated in the proxy form.

To cast a postal vote a shareholder should complete and sign the postal voting form enclosed with this notice of meeting and return it to the office of the Company’s Share Registrar, Link Market Services Limited, Level 7, Zurich House, 21 Queen Street, PO Box 91976, Auckland, by no later than 2pm on Sunday, 16 November 2014.

ONLINE VOTING

Shareholders may elect to lodge their proxy appointment or postal vote online. You will need to go to the website of our share registrar, Link Market Services:

https://investorcentre.linkmarketservices.co.nz/voting/ATM

You will be required to enter your CSN/Holder number and FIN and follow the instructions from there.

REQUISITE MAJORITIES

The resolutions are ordinary resolutions requiring the approval of a simple majority of the votes of those shareholders entitled to vote and voting (in person, by postal vote or by proxy) in order for them to be passed.

 

By order of the Board.

Mr. Cliff Cook
Chairman

 

26 September 2014
EXPLANATORY NOTES

Item 3 – Re-Election of Director

In accordance with the Company’s constitution and NZX Main Board Listing Rule 3.3.11, at least one third of the directors must retire from office at each annual meeting of the Company.  The directors who are to retire are those who have been in office longest since they were last elected or re-elected.

Perry Gunner has indicated to the Board that he intends to retire as a director of the Company with effect from the end of the Annual Meeting, but will not seek re-election.

Melvyn Miles will also be required to retire but, being eligible to do so in accordance with the Company’s constitution and NZX Main Board Listing Rule 3.3.11, he offers himself for re-election.

Melvyn Miles – Mr Miles was appointed as a Director of the Company in July 2010.

Mr Miles has extensive FMCG experience throughout Australasia, North America and the UK over a period of 26 years.  He previously held the positions of Vice President of Carlton & United Breweries and Foster’s Group, Director of Carlton & United Breweries and its subsidiaries and Chairman of South Pacific Distilleries, Fiji. Mr Miles is a current Director of Freedom Foods Group Limited and Brewtique Pty Limited.

The Board has determined that Mr Miles would not qualify as an independent director of the Company.  Mr Miles is a Director and Shareholder of Freedom Foods Group Limited (which is a substantial security holder of the Company).

Item 4 – Election of Director

David Hearn was appointed as a director of the Company under clause 17.3(a) of the Company’s constitution, with effect from 5 February 2014.

Mr Hearn will retire from office at the Annual Meeting, and he offers himself for election as required by NZX Main Board Listing Rule 3.3.6.

David Hearn – Mr Hearn has over 25 years of experience in senior management roles within the FMCG sector in Europe, Australasia and the United States.  This included:

•   Substantial experience across Europe running multiple businesses for Nabisco, Pepsico, and United Biscuits including Chief Executive of Smiths and Walkers chips in the UK, President of Pepsico’s food businesses in Europe and subsequently all of United Biscuits’ businesses in Europe, Asia and Australia.

•   CEO of Goodman Fielder (1995-2002), where he led a major reconfiguration of the overall business creating a focussed branded Australasian food group including disposal of unprofitable commodity businesses and the acquisition of complementary local branded businesses.

•   Group COO and subsequently CEO of Cordiant PLC, a large media services group including Bates Advertising based in New York.

The Board has determined that Mr Hearn would qualify as an independent director of the Company and recommends that shareholders vote in favour of his election.

 

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