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Notice of Special Meeting - The a2 Milk Company

Market announcements

Notice of Special Meeting

January 9, 2015

NOTICE is hereby given that a Special Meeting of shareholders of The a2 Milk Company Limited (the “Company”) will be held at Deloitte Centre, 80 Queen St, Auckland City on Tuesday, 27 January 2015, commencing at 2pm.

Once inside the Deloitte Centre, please proceed to the Reception on Level 18 and you will be directed to meeting rooms 4 and 5.

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

BUSINESS

The business of the meeting is to revoke the existing constitution of the Company and to adopt a new constitution, with effect from the conclusion of the meeting.

The resolution to be considered and, if thought fit, passed is set out below.

The proposed change of constitution is primarily to allow a reduction in the minimum number of Directors who must be ordinarily resident in New Zealand from three to the minimum number required by the NZX Main Board Listing Rules, currently two. The Board is recommending this change in light to the previously announced decision to pursue a dual listing of the Company’s shares on the ASX (targeted for the first quarter 2015) and the Company’s strategic plan, which confirms the Company is well-positioned for growth in international markets. The Board considers that the proposed reduction in the minimum number of Directors who must be ordinarily resident in New Zealand is desirable because it would provide the Board with the flexibility to appoint new directors with appropriate skills and experience and to transition the composition of the Board in an orderly way.

RESOLUTION

Revocation of Existing and Adoption of New Constitution

That:

(a) the existing constitution of the Company be revoked;

(b) a new constitution of the Company be adopted, such new constitution being in the form presented to the meeting and which has been approved by NZX and complies with the NZX Main Board Listing Rules; and

(c) the revocation of the existing constitution and the adoption of the new constitution under paragraphs (a) and (b) immediately above be effective from the conclusion of 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, PO Box 91976, Victoria Street West, Auckland 1142, New Zealand, by no later than 2pm on 25 January 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, PO Box 91976, Victoria Street West, Auckland 1142, New Zealand, by no later than 2pm on 25 January 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:
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 resolution is a special resolution requiring the approval of a 75% majority of the votes of those shareholders entitled to vote and voting (in person, by postal vote or by proxy) in order for it to be passed.

 

By order of the Board.

Mr. Cliff Cook
Chairman
9 January 2015

 

EXPLANATORY NOTES
Revocation of Existing and Adoption of New Constitution

Key changes
The key changes in the proposed constitution (which has been approved by NZX), as compared to the current constitution of the Company, are to amend clause 17.1 of the current constitution to:

1. Increase the maximum number of total Directors from seven Directors, or such number as is fixed by an ordinary resolution of shareholders, to eight Directors, or such number as is fixed by an ordinary resolution of shareholders; and

2. Reduce the minimum number of Directors who must be ordinarily resident in New Zealand from three to two.

Increase maximum number of Directors
At the Company’s 2013 Annual Meeting the Company’s shareholders resolved by 75% majority to increase the maximum number of Directors from seven to eight, in accordance with clause 17.1 of the existing constitution. The first key change, therefore, effectively brings the constitution in line, and is consistent, with that prior shareholder resolution. Any further increase in the size of the Board would require further shareholder approval.

Reduce minimum number of New Zealand resident Directors
NZX Main Board Listing Rule 3.3.1(b) provides that the composition of the Board shall include at least two Directors who shall be ordinarily resident in New Zealand.

The Board is recommending a change to the Company’s constitution to bring it in line with such requirement. This is in light of the previously announced decision to pursue a dual listing of the Company’s shares on the ASX (targeted for the first quarter 2015) and the Company’s strategic plan, which confirms the Company is well-positioned for growth in international markets. To provide the Board with the flexibility to appoint new directors with appropriate skills and experience and to transition the composition of the Board in an orderly way, a reduction in the minimum number of Directors who must be ordinarily resident in New Zealand from three to the minimum number required by the NZX Main Board Listing Rules (currently two) is considered desirable.

Other changes
There are other non-substantive changes in the proposed constitution as compared to the current constitution of the Company, including to reflect:

• the change of the Company’s name to The a2 Milk Company Limited

• the change of the name of NZX’s main board equity securities market to the NZX Main Board

• the change of the name of the listing rules to the NZX Main Board Listing Rules

Inspection of constitution
The Company’s current constitution is filed on a public register which is available for inspection on the Companies Office electronic register at www.business.govt.nz/companies

This summary is not exhaustive and shareholders are encouraged to obtain a full copy of the proposed constitution, which is available on request from the Company’s registered office at C/-Simpson Grierson, Level 27, 88 Shortland Street, Auckland, New Zealand.

To view the proxy form, please click here.

 

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