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Notice of Annual Meeting - The a2 Milk Company

Market announcements

Notice of Annual Meeting

September 29, 2015

NZX/ASX Market Release

 

NOTICE is hereby given that the Annual Meeting of shareholders of The a2 Milk Company Limited (the “Company”) for the year ended 30 June 2015 will be held at the offices of Simpson Grierson, Level 28, Lumley Centre, 88 Shortland Street, Auckland on Tuesday, 17 November 2015, commencing at 11:30am.

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 2015, please visit https://thea2milkcompany.com and select the 2015 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 2015, together with the Directors’ and Auditor’s 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 Auditor’s remuneration for the ensuing year.”

3.      Re-election of Director – Julia Hoare (Resolution 2)

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

“That Julia Hoare, who will retire at the close of the meeting in accordance with NZX Main Board Listing Rule 3.3.11, be elected as a Director of the Company.”

4.       Re-election of Director – Richard Le Grice (Resolution 3)

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

“That Richard Le Grice, 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.”

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 11:30am on Sunday, 15 November 2015.

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 11:30am on Sunday, 15 November 2015.

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:  vote.linkmarketservices.com/ATM

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. David Hearn
Chairman
28 September 2015

 

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.

Julia Hoare and Richard Le Grice will 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, Julia and Richard offer themselves for re-election.

Julia Hoare

Julia has been Deputy Chairman of the Company since 30 March 2015. Julia is also Chairman of both the Nomination Committee and the Audit and Risk Management Committee. Prior to joining the Board, Julia had extensive chartered accounting experience in Australia, the UK and New Zealand and was a partner with PwC New Zealand for 20 years.

In addition to her Company directorship, Julia is a director of New Zealand Post Limited, Watercare Services Limited, AWF Madison Group Limited and Port of Tauranga Limited (appointed 20 August 2015).

Julia is also a member of the New Zealand External Reporting Advisory Panel (XRAP), a body designed to support the standard setting process of the New Zealand External Reporting Board (XRB), and the New Zealand Institute of Directors National Council. Julia resides in New Zealand.

The Board has determined that Julia qualifies as an independent Director of the Company and recommends that shareholders vote in favour of her re-election.

Richard Le Grice

Richard was appointed to the Board in February 2007.

Richard has experience in management of, and as a shareholder in, a number of private companies. He brings considerable international experience with these companies operating in a number of countries including Australia.

In addition to his Company directorship, Richard is also a director of several other companies including Energi Advertising Limited, Thode Knife & Saw Limited and The Gravitas Group Limited. Richard is Chairman of the Remuneration Committee and a member of both the Audit and Risk Management Committee and the Nomination Committee. Richard resides in New Zealand.

The Board has determined that Richard qualifies as an independent Director of the Company and recommends that shareholders vote in favour of his re-election.

 

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