THL
06/11/2012 15:33
MEETING
REL: 1533 HRS Tourism Holdings Limited
MEETING: THL: THL - Notice of Annual Meeting 2012 | Proxy Form
TOURISM HOLDINGS LIMITED
NOTICE OF ANNUAL MEETING
Notice is given that the 2012 Annual Meeting of shareholders of Tourism
Holdings Limited will be held at the Robert Laidlaw Room, The Heritage Hotel,
35 Hobson Street, Auckland at 2pm on Tuesday, 27 November 2012.
AGENDA
1. Annual Report
To consider the Annual Report for the year ended 30 June 2012, including the
financial statements and the Auditors' Report thereon.
2. Retiring Director
To record that Rick Christie is retiring from his position as a director and
is not seeking re-election.
3. Re-election of Director
To consider and, if thought fit, to resolve by ordinary resolution that John
Bongard, who retires by rotation and, being eligible, offers himself for
re-election, be re-elected as a director of the Company.
4. Auditors
To record the re-appointment of PricewaterhouseCoopers as auditors of the
Company, and to consider and, if thought fit, to resolve by ordinary
resolution that the Directors are authorised to fix the remuneration of the
auditors for the ensuing year.
5. General Business
To consider such other business as may be properly submitted to the meeting.
By order of the Board
Keith Smith
Chairman
30 October 2012
NOTES
1. A Shareholder who is entitled to attend and vote at the meeting may
appoint a proxy to attend and vote instead of that Shareholder. 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.
2. If you wish to appoint a proxy you should complete the enclosed proxy
form. A proxy need not be a holder of shares. If you wish you may appoint
the Chairman of the Meeting as your proxy.
3. No proxy shall be entitled to vote at the meeting unless a proxy form is
received by the Company at its registered office at Level 1, 83 Beach Road,
Auckland, or by the Share Registrar, Link Market Services, either by post to
PO Box 91976, Victoria Street West, Auckland 1142, by email to
[email protected], or by fax to 09 375 5990, so as to be
received no later than 48 hours before the time set for the meeting.
EXPLANATORY NOTES
1. Retirement and Re-election of Directors
Under NZSX Listing Rule 3.3.11, and in accordance with the constitution of
the Company, at least one third, or the number nearest to one third, of the
total number of Directors must retire by rotation at each Annual Meeting of
shareholders.
The Directors to retire are those who have been longest in office since their
last election or re-election, and if they are eligible, they may offer
themselves for re-election by shareholders at the Annual Meeting.
As previously announced to the market on 10 October 2012, Rick Christie (who
was due to retire by rotation at this Annual Meeting) is retiring from his
position as a director of the Company after 14 years and is not offering
himself for re-election. Rick Christie's resignation will take effect from
the conclusion of the Annual Meeting. Rick joined the board in 1998 and the
business has benefitted from his commercial input and governance both around
the board table and as chair of the audit and risk committee. With the merger
announced of the New Zealand rentals business with KEA Campers and United
Campervans and the appointment of Kay Howe as a director Rick believes that
this is the right time to retire and the board would like to wish him all the
best for the future.
John Bongard is retiring by rotation, and, being eligible, offers himself for
re-election.
John Bongard, ONZM (Auckland)
Non Executive Director appointed in May 2010. Chairman of thl Remuneration &
Nomination Committee. Formerly Managing Director of Fisher & Paykel
Appliances Limited (2001) and then Managing Director and Chief Executive
Officer in 2004 through to his retirement in 2009. Director of Netball New
Zealand, Meridian Energy Limited, Narta International Pty Limited and PSCTH,
Thailand. John is also actively involved in The Rising Foundation focused on
assisting South Auckland youth. Recognised for his services to business
John was appointed an Officer of the New Zealand Order of Merit in 2010.
The directors reviewed the board composition with Rick Christie's announced
retirement and the appointment of Kay Howe together with the skills mix
required of the board as part of their normal governance. Based on this
review the Board recommends that shareholders vote in favour of the
re-election of John Bongard.
No nominations for directors were received by Tourism Holdings Limited by 28
September 2012 (being the closing date for director nominations as advised by
Tourism Holdings Limited under Listing Rule 3.3.5) and consequently no other
person is eligible to be elected as a director at the meeting.
2. Auditors
PricewaterhouseCoopers is automatically reappointed as auditor under section
200 of the Companies Act 1993. This resolution authorises the board of
Directors to fix the fees and expenses of the Auditor.
All resolutions will be passed by an ordinary resolution approved by a simple
majority of the votes of those shareholders entitled to vote and voting on
the resolution.
End CA:00229395 For:THL Type:MEETING Time:2012-11-06 15:33:19
