MOW
16/07/2015 08:31
MEETING
NOT PRICE SENSITIVE
REL: 0831 HRS Mowbray Collectables Limited
MEETING: MOW: Notice of Annual Meeting
Bethunes Investments Limited
Notice of Annual Meeting
Notice is hereby given that the annual meeting of shareholders of Bethunes
Investments Limited (being re-named from Mowbray Collectables Limited on 17
July 2015) (the Company) will be held at Webb's, 23-25 Falcon Street,
Parnell, Auckland on 31 July 2015 at 11am.
Agenda
The business of the meeting will be:
1 The Chairman's Introduction
2 Address to Shareholders - The Future of the Company
3 Shareholder Discussion
4 Resolutions
To consider, and if thought fit, pass the following ordinary resolutions:
i) Re-election of John Mowbray: That John Mowbray, who retires by rotation in
accordance with the Company's constitution and NZX Main Board Listing Rule
3.3.11, and is eligible for re-election, be re-elected as a director of the
Company.
ii) Auditor: That the directors are authorised to fix the auditor's
remuneration for the current financial year.
Other Business
To consider any other matter that may properly be brought before the meeting.
Proxies
Any shareholder who is entitled to attend and vote at the meeting may appoint
a proxy to attend and vote instead of him or her. Such proxy need not be a
shareholder of the Company. The chairman of the Company is prepared to act as
proxy.
To appoint a proxy you should complete and sign the enclosed proxy form and
return it by delivery, mail or fax to the share registrar of the Company:
By delivery:
Bethunes Investments Limited
C/- Link Market Services Limited
Level 7, Zurich House
21 Queen Street
Auckland 1010 By mail:
Bethunes Investments Limited
C/- Link Market Services Limited
PO Box 91976
Victoria Street West
Auckland 1142
By Facsimile: +64 9 375 5990
By Email: [email protected] (please put "Bethunes Proxy Form"
as the subject of the e-mail for easy identification)
Alternatively, to appoint your proxy and vote online please go to the Link
Market Services website at
https://investorcentre.linkmarketservices.co.nz/voting/BIL and follow the
instructions. You will be required to enter your holder number and FIN for
security purposes. A shareholder will be taken to have signed the Proxy Form
by lodging it in accordance with the instructions on the website.
The completed proxy form must otherwise be received by Link Market Services
Limited on behalf of the Company no later than 11am (New Zealand time) on
Wednesday 29 July 2015. Online proxy appointments must also be completed by
this time.
Ordinary Resolution
All of the resolutions set out in this Notice of Meeting are ordinary
resolutions. An ordinary resolution is a resolution passed by a simple
majority of votes of those holders of securities of the Company which carry
votes, are entitled to vote and are voting on the resolutions in person or by
proxy.
Voting Entitlements
Voting entitlements at the meeting will be determined with reference to the
Company share register as at 11am on Wednesday, 29 July 2015 (Record Date).
Accordingly, only those persons who are registered shareholders of the
Company at the Record Date will be entitled to vote at the meeting and the
only voting rights which may be exercised at the meeting by the same
registered shareholders, are those attaching to shares which are registered
as at the Record Date.
Business Plans
As previously advised to the market, following the Company disposing of its
interest in its stamp, coin and banknote businesses the Company is now
looking to re-establish its business. At present its sole business is Peter
Webb Galleries Limited, an Auckland auction house involved in the sale of
fine art, jewellery, watches, rare books and fine wines.
The Company intends to present its future strategy at the meeting. For
shareholders unable to attend the meeting, the presentation will be announced
to NZX on the day of the meeting. The Company will likely look to undertake a
capital raising to support this strategy in the short term.
Explanatory Notes
Resolution 1: Re-election of John Mowbray
John Mowbray has been a director of the company since its incorporation. John
is a Chartered Fellow of the Institute of Directors and holds a BCA degree.
John is also a director of the Company's subsidiary, Peter Webb Galleries Ltd
and a number of private companies.
John has made philately his career, specialising in the auctioning of stamps.
He is past president of the New Zealand Stamp Dealers Association, and a past
president of the International Federation of Stamp Dealer Associations
(IFSDA). From 1989 to 1995 John was a director of Stanley Gibbons PLC Ltd in
London. Interests associated with John recently acquired Mowbray Bethunes
Limited from the Company and John remains the Managing Director of that
business.
John is also the chairman of the Horowhenua-Kapiti Rugby Union and the Mahara
Gallery Trust. John is not considered by the board of the Company to be an
independent director given his substantial shareholding in the Company.
Resolution 2: Auditor
Staples Rodway is the existing auditor of the Company.
Staples Rodway is automatically reappointed as the Company's auditor under
section 200 of the Companies Act 1993. This resolution authorises the Board
to fix the fees and expenses of the auditor for the current financial year.
For clarity it is noted that as part of the Company's on-going re-structuring
initiatives the Board is likely to issue a request for proposal for audit
services for the Company this financial year.
End CA:00267061 For:MOW Type:MEETING Time:2015-07-16 08:31:37
