Ann: MEETING: TME: Notice of Meeting (Annual Meeting) and proxy

• Release Date: 03/10/14 08:58
• Summary: MEETING: TME: Notice of Meeting (Annual Meeting) and proxy
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					TME
03/10/2014 08:58
MEETING

REL: 0858 HRS Trade Me Group Limited

MEETING: TME: Notice of Meeting (Annual Meeting) and proxy

LETTER FROM THE CHAIRMAN

23 September 2014
Trade Me, Level 5,
2 Market Lane
Wellington
NEW ZEALAND

Dear shareholder

I am pleased to invite you to the third annual shareholder meeting of Trade
Me Group Limited ("Trade Me") to be held at 4pm on Wednesday 29 October 2014
at Mac's Function Centre, 4 Taranaki Street, Wellington.

Trade Me CEO Jon Macdonald and I will speak briefly about the company's
performance during 2014 and plans for 2015. We welcome any questions you may
have.

In the formal part of the meeting, you will be asked:
- To vote to authorise the Board to set the remuneration of the auditors;
- To re-elect Joanna Perry as a director; and
- To re-elect me as a director.

Joanna and I are both retiring by rotation at this meeting and standing again
for re-election.   You can read about our respective backgrounds and
experience in the Meeting Notes enclosed with this letter.

If you cannot attend the meeting, I encourage you to complete the Proxy Form
and vote online before 4pm on Monday 27 October 2014. Alternatively, please
complete the Proxy Form and return it to Link Market Services.

For shareholders attending the meeting, please bring the enclosed
Proxy/Admission Form with you to help us with your registration on the day.

Please join the Trade Me directors and staff for a drink and a bite to eat
after the meeting. I look forward to seeing you next month.

Yours sincerely,

David Kirk
Chairman

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Annual Meeting of shareholders of Trade Me
Group Limited will be held at 4pm (NZ time) on Wednesday 29 October 2014 at
Mac's Function Centre, 4 Taranaki Street, Wellington.

Items of business

A. The Chairman's introduction;

B.  Addresses to shareholders;

C.  Shareholder discussion;

D.  Resolutions.

Resolutions

To consider, and if thought fit, to pass the following ordinary resolutions:

1. That the Board is authorised to fix the auditors' remuneration;

2. That Joanna Perry be re-elected as a director of Trade Me.

3. That David Kirk be re-elected as a director of Trade Me.

Further information relating to these resolutions is set out in the Meeting
Notes accompanying this Notice of Meeting. Please read and consider the
resolutions together with the notes.

By order of the Board.

David Kirk
Chairman
23 September 2014

MEETING NOTES

Resolution 1:  Appointment of auditors and auditors' remuneration

Section 207S of the Companies Act 1993 states that the auditor's fees and
expenses must be fixed by the company or in the manner that the company
determines at a shareholders' meeting. In this case, shareholders are being
asked to resolve that the directors are authorised to fix the auditors'
remuneration.

Resolutions 2 and 3: Re-election of Directors

Two non-executive directors are retiring by rotation and standing for
re-election.  David Kirk is Trade Me's Chairman and was appointed to the
Board in October 2011, immediately prior to the company's IPO. He stands for
re-election for the first time.

Joanna Perry was appointed at the same date and was re-elected to the board
in October 2012.  She retires by rotation and offers herself for re-election
again this year.

The Board unanimously supports their re-election.

Profile: David Kirk

Non-executive director
Independent
Appointed 13 October 2011

Chairman
Chair of the Human Resources & Compensation Committee and Nominations
Committee
Member of the Audit & Risk Management Committee

David is the co-founder and managing partner of Bailador Investment
Management, chairman of Hoyts Group, chairman of Kathmandu and a director of
Forsyth Barr, and Bailador investee companies SMI, Online Ventures (trading
as SiteMinder) and Viocorp.  He is also chairman of trustees of Sydney
Grammar School, and a director of both the Sydney Medical School Foundation
and FoodShare.

David was the CEO of Fairfax Media from 2005 to 2008. He was also the CEO and
managing director of PMP Limited from 2003 to 2005 and the regional president
of Australasia for Norske Skog from 2000 to 2003. David worked for Fletcher
Challenge Paper and Fletcher Challenge Energy in senior executive roles in
New Zealand and Australia from 1995 to 1999. He was chief policy advisor to
the Prime Minister of New Zealand from 1992 to 1994 and a management
consultant with McKinsey & Company in London from 1989 to 1991.

David holds a medical doctorate from the University of Otago and a Master of
Arts (Philosophy, Politics and Economics) from Oxford University. He is also
a Rhodes Scholar.

He lives in Sydney, Australia.

Profile: Joanna Perry

Non-executive director
Independent
Appointed 13 October 2011

Chair of the Audit & Risk Management Committee
Member of the Human Resources & Compensation Committee and Nominations
Committee
Joanna has extensive governance experience and is the deputy chair of Genesis
Energy.  Her independent directorships include Kiwi Income Property Trust,
The Co-operative Bank, Sport New Zealand, Partners Life and Rowing New
Zealand.

She is also Board adviser to Tainui Group Holdings, chairman of the
Investment Advisory Panel of the Primary Growth Partnership and the chair of
the IFRS Advisory Council.

Prior to focusing on her directorships, Joanna was a senior partner in the
global audit, tax and advisory firm KPMG. She was a member of the Securities
Commission, chaired the Financial Reporting Standards Board and was a member
of the Australian Accounting Standards Board.

Joanna has a Master of Arts in Economics from Cambridge University and is a
Fellow of the New Zealand Institute of Chartered Accountants in New Zealand.
She is a Member of the New Zealand Order of Merit for services to accounting.

Joanna lives in Auckland, New Zealand.

IMPORTANT INFORMATION

Proxies
Any shareholder entitled to attend and vote at the Annual Meeting can appoint
a "proxy" to attend and vote.  If you appoint a proxy, you can either direct
your proxy how to vote or let them decide on the day on your behalf. If you
do not tick a box for a particular resolution, then your proxy will abstain
from voting.

To appoint your proxy online, please go here and follow the instructions:

New Zealand Register Holders
Please visit https://investorcentre.linkmarketservices.co.nz/voting/TME and
follow the prompts to complete your proxy appointment and vote online. You
will require your CSN/Holder Number and FIN.

Australian Register Holders
Please visit https://investorcentre.linkmarketservices.com.au/voting/TME.aspx
and follow the prompts to complete your proxy appointment and vote online.
You will require your Holder Number and postcode

Note: If you have previously registered a Link Investor Centre Portfolio, log
in to your portfolio and select the "voting" option from the top menu.

Alternatively, please complete and return your Proxy Form in one of the
methods described on the reverse of the Proxy Form.

The completed Proxy Form must be received by Link Market Services no later
than 4pm (NZ time) on Monday 27 October 2014. Forms received after this will
not be valid.

Ordinary resolution
The meeting is held to pass the ordinary resolutions set out above. An
ordinary resolution is one passed by a simple majority of votes from
shareholders entitled to vote.

Voting
Voting entitlements for the meeting will be determined as at 5pm (NZ time) on
Tuesday 28 October 2014.   Registered shareholders will be the only people
entitled to vote, and only the shares registered in those shareholders' names
may be voted at the meeting.

More information
If you have any questions, or if you'd like more information, please contact
Trade Me's Company Secretary, Sarah Hard, on +64 4 803 2676.
End CA:00256052 For:TME    Type:MEETING    Time:2014-10-03 08:58:36