GFL
01/08/2013 11:46
MEETING
REL: 1146 HRS GFNZ Group Limited
MEETING: GFL: Results of 31 July 2013 Special Meeting
01 August 2013
GFNZ Group Limited Special Shareholders Meeting held at Amay of New Zealand,
6a Pacific Rise, Mt Wellington, Auckland on Wednesday 31 July 2013.
A quorum was present.
The results of the resolutions placed before the shareholders were as
follows:
Resolutions Results
1 Group restructure and securitisation
Resolved pursuant to NZAX Listing Rule 9.1.1 and section 129 of the Companies
Act 1993 that the shareholders approve the transfer from Geneva of all of its
assets and liabilities to the following transferees on the terms described in
the explanatory notes to this notice of meeting and on such other terms and
conditions as the directors determine:
o certain receivables with an aggregate book value of approximately
$23,500,000 selected by the directors, directly or indirectly (via an interim
transfer to Geneva Financial Services Limited) to the trustee of a
securitisation programme arranged by Westpac New Zealand Limited (Westpac);
o other receivables to be transferred in the future to the trustee of the
securitisation programme in accordance with the terms of the programme;
o other receivables with an aggregate book value of approximately $1,500,000,
to Geneva Financial Services Limited;
o all other receivables with an aggregate book value of approximately
$13,000,000, to Stellar Collections Limited; and
all other assets with an aggregate book value of approximately $2,000,000, to
Stellar Collections Limited and to Geneva Financial Services Limited, to be
allocated to each company as the directors determine.
PASSED WITH 100% IN FAVOR OF VOTES CAST
2 FedPac loan
Resolved pursuant to NZAX Listing Rule 9.2.1 that the shareholders approve
the advance to Geneva of up to $7,500,000 by Federal Pacific Group Limited
(or one of its wholly owned subsidiaries) on the terms described in the
explanatory notes to this notice of meeting.
PASSED WITH 98.36% IN FAVOR IN FAVOR CAST
3 Directors' loans
Resolved pursuant to NZAX Listing Rule 9.2.1 that the shareholders approve
(a) the loans to Stellar Collections Limited of $2,500,000 in aggregate, by
David Smale and Robin King, both directors of Geneva, and any Associated
Person (as defined in the Listing Rules) of either of them, and (b) the
unsecured guarantee by Geneva of those loans, in each case on the terms
described in the explanatory notes to this notice of meeting.
PASSED WITH 99.12% IN FAVOR OF VOTES CAST
David O'Connell
[email protected]
End CA:00239201 For:GFL Type:MEETING Time:2013-08-01 11:46:13
