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Notice of Special Meeting of Shareholders - The a2 Milk Company

Market announcements

Notice of Special Meeting of Shareholders

November 6, 2009

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of A2 Corporation Limited (Company) will be held at the offices of Simpson Grierson, Level 27 Lumley Centre, 88 Shortland Street, Auckland City on Tuesday 24th November 2009 commencing at 11.30am.

Please read the explanatory note provided to explain the ordinary resolution contained in this notice of special meeting of shareholders, contained on page 5 of this document.

BUSINESS OF THE MEETING

The business of the meeting will be:

ORDINARY RESOLUTION Issue of Partly Paid Shares To consider and, if thought fit, to pass the following resolution as an ordinary resolution: That in accordance with Rule 7(d) of the Takeovers Code and NZAX Listing Rule 7.3.1(a), the Board is authorised to issue up to five million (5,000,000) partly paid ordinary shares (New Shares) to Gregory Paul Hinton for $0.10 per share and on the terms and conditions as described in the explanatory note. The New Shares will rank equally with existing ordinary shares on issue. The New Shares will be issued as partly paid at $0.001 per share totalling $5,000 (being 1% of the total issue price).

PROXIES

A shareholder entitled to attend and vote at the meeting may appoint a proxy to attend and vote on that shareholder’s behalf. The proxy need not be a shareholder of the Company. Proxy forms must be received at the office of the Share Registrar, Link Market Services Limited, no later than 48 hours prior to the date and time of the meeting. A proxy form is enclosed with this notice.

The Chairman of the meeting can be appointed as a proxy.

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 VOTES

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.

REQUISITE MAJORITY

The resolution requires the approval of a simple majority of the votes of those shareholders entitled to vote and voting (in person, by proxy or by postal vote) in order for it to be passed.

 

By order of the Board
Cliff Cook
Chairman

 

2 November 2009

EXPLANATORY NOTES

Note – Approval of Issue of Partly Paid Shares

This ordinary resolution proposes that the Company allot to Gregory Paul Hinton (Hinton) up to 5,000,000 partly paid ordinary shares in the Company (Shares) for $0.10 per share. The issue price per share was determined as the lesser of:

o the closing price quoted on NZX Limited’s NZAX Market for the Company’s shares as at the date of the subscription deed entered into between the Company and Hinton (Subscription Deed) being 10th September 2009 (Closing Price); or

o the average closing price on NZX Limited’s NZAX Market for the Company’s shares over the last three months prior to the date of the Subscription Deed (Average Closing Price),

provided that such price must not be lower than $0.10 per share.

The Closing Price was $0.085 per share and the Average Closing price was $0.115 per share so the issue price per share is therefore $0.10 per share.

The Shares are proposed to be allotted to Hinton as partly paid at $0.001 per share totalling $5,000 (being 1% of the Issue Price Per Share).

The Board of Directors has, subject to requisite shareholder approval, determined to allot the Shares to Hinton in his capacity as an executive employee of the Company, in recognition of his ongoing services, on the following key terms:

o the Shares will be issued to Hinton as partly paid with the balance of $495,000 being payable at any time within two years from the date of the Subscription Deed (being 10th September 2009) and the Company will not make a call for the balance for at least two years from the date of the Subscription Deed;

o Hinton will be subscribing for the Shares in his capacity as an employee (as per the definition of “employee” under NZAX Listing Rule 7.3.6);

o each ordinary partly paid share allotted to Hinton will, until paid up in full, carry a fractional right to a distribution and a fractional voting right equivalent to the proportion which the amount paid up bears to the issue price;

o Hinton is restricted from selling the Shares (whether partly or fully paid) for a two year period from the date of the Subscription Deed; and

o on termination of Hinton’s employment, the Shares must be paid up within 90 days of termination or forfeited.

A full copy of the independent adviser’s report relating to the proposed allotment of the Shares to Hinton (required to be prepared under Rule 16 of the Takeovers Code) is enclosed with this notice.

The allotment of the Shares to Hinton is conditional on Company obtaining shareholder approval at the Special Meeting.

If approved by shareholders at the Special Meeting, the allotment of the Shares to Hinton is intended to take place shortly after the Special Meeting, but in any event the Shares will be allotted within the time period set down by NZAX Listing Rule 7.3.2, being within 36 months from the date of this resolution.

The issue price of the Shares, and the terms on which the Shares will be allotted to Hinton, have been determined by the Board of the Company to be fair and reasonable to the Company and all existing shareholders.

Hinton may be an associated person of Mountain Road Investments Limited and Nikau Investments (2001) Limited, for the purposes of the Takeovers Code and the NZAX Listing Rules. Shareholder approval by ordinary resolution (i.e. a simple majority of votes cast at the Special Meeting by shareholders entitled to vote and voting) is therefore required under Rule 7(d) of the Takeovers Code and Rule 7.3.1(a) of the NZAX Listing Rules.

In accordance with NZAX Listing Rule 9.3, the Company will disregard any votes cast in favour of the resolution by Hinton or any associated person of Hinton as that term is defined by the NZAX Listing Rules.

However, the Company will not disregard a vote if the person is acting as a proxy for a person who is entitled to vote, in accordance with directions on the proxy form.

If the resolution to approve the allotment to Hinton is not passed, then pursuant to the NZAX Listing Rules, the Company will not issue any further shares to Hinton unless done in accordance with an applicable NZAX Listing Rule.

 

A2 CORPORATION LIMITED

SHAREHOLDER’S PROXY AND POSTAL VOTING FORM

I/We___________________________________________________________________

of_____________________________________________________________________

Shareholder Number _______________________________________

being a shareholder of A2 Corporation Limited (the “Company”), hereby appoint:

______________________________________________________________________

of_____________________________________________________________________

or failing him/her _________________________________________________________

of_____________________________________________________________________

as my/our proxy to vote for me/us and on my/our behalf at the Special Meeting of the Company to be held on 24th November 2009 and at any adjournment thereof.

(If you wish to cast a postal vote, leave the above section blank. If the above section is left blank your vote will be treated as a postal vote.)

In respect of the matters listed below, I/we direct my/our proxy to vote in the following manner:

Agenda Item Tick appropriate box
Ordinary Resolution
In Favour Against
The Board is authorised to issue up to five million (5,000,000) partly paid ordinary shares to Gregory Paul Hinton for 10 cents per share and on the terms and conditions as described in the explanatory note. The shares will rank equally with existing ordinary shares on issue. The shares will be issued as partly paid at $0.001 per share totalling $5,000 (being 1% of the total issue price).

Unless directed otherwise, the proxy will vote, or abstain from voting, as he or she thinks fit.

Signed this day of 2009

Signature/s: _____________________________________________________


NOTES

1. To be valid, this proxy form and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney must be received by Link Market Services Limited, 138 Tancred Street, PO Box 384, Ashburton, not less than 48 hours before the time fixed for the meeting.

2. Any shareholder is entitled to appoint a proxy to attend the Special Shareholders’ Meeting of the Company in place of such shareholder. A proxy need not be a shareholder of the Company.

3. The Chairman of the meeting can be appointed as a proxy.

4. This proxy form must be signed by the shareholder or his/her/its attorney duly authorised in writing. In the case of a joint shareholding, this proxy form must be signed by each of the joint shareholders (or their duly authorised attorney). In the case of a corporate shareholder, this proxy form must be signed by a director or a duly authorised officer acting under the express or implied authority of the shareholder, or an attorney duly authorised by the shareholder.

5. If this form is returned without a direction as to how the proxy shall vote on any particular resolution, the proxy will exercise the proxy’s discretion as to whether to vote and, if so, how. However, if Gregory Paul Hinton or any of his associates are appointed as a proxy, they will be prohibited from exercising any proxy discretion when voting.

6. The Company will, as required by NZAX Listing Rule 9.3, disregard any votes cast on the resolution by Gregory Paul Hinton. The Company will also disregard any votes cast on the resolution by Mountain Road Investments Limited and Nikau Investments (2001) Limited as they may be associated with Gregory Paul Hinton.

 

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