POT
12/09/2014 14:56
ANNREP
REL: 1456 HRS Port of Tauranga Limited (NS)
ANNREP: POT: Port of Tauranga 2014 Annual Report & Notice of Meeting
PORT OF TAURANGA LIMITED 2014 NOTICE OF MEETING, ANNUAL REPORT AND PROXY FORM
Port of Tauranga Limited has provided NZX with a Notice of Meeting to be held
on Thursday 23 October 2014 commencing at 1.00pm, at Holy Trinity Church, 215
Devonport Road, Tauranga.
The Annual Report, Notice of Meeting and Proxy Form are available on the
Company's website:
www.port-tauranga.co.nz/Investors/Financial-Information
The Notice of Meeting has been sent out to all shareholders and the Annual
Report has been sent out to shareholders who have requested a hard copy.
Steve Gray
CHIEF FINANCIAL OFFICER
NOTICE OF ANNUAL MEETING
The 2014 Annual Meeting of shareholders of Port of Tauranga Limited will be
held at Holy Trinity Church, 215 Devonport Road, Tauranga, on Thursday 23
October 2014 commencing at 1.00pm.
ORDINARY BUSINESS:
1 To receive and consider the Annual Report for the year ended 30 June 2014,
together with the reports of the Directors and Auditors thereon.
2 To elect Directors:
The Directors advise that:
Sir Dryden Thomas Spring will retire at the Annual Meeting and does not see
re-election.
On 1 February 2014, Mr Alastair Roderick Lawrence was appointed by the Board
as a Director of the Company pursuant to Clause 26 of the Constitution.
Mr David Alan Pilkington will retire at the meeting and being eligible,
offers himself for re-election. Accordingly, it is proposed to consider, and
if thought fit, to:
- elect Mr Alastair Roderick Lawrence; and
- re-elect Mr David Alan Pilkington
as Directors of the Company, in each case by separate ordinary resolution of
the shareholders (see Explanatory Note 1).
3 To increase the total remuneration payable to the Directors from $477,405
per annum to $491,727 per annum, being an increase of $14,322 per annum (3%),
(see Explanatory Note 2).
4 To record the reappointment of the Audit Office as Auditors of the Company
pursuant to section 19 of the Port Companies Act 1988 and to authorise
Directors to fix the Auditor's remuneration for the ensuing year.
NOTE:
The resolutions required for agenda items 1 to 4 are ordinary resolutions.
An ordinary resolution requires at least 50% of the votes of shareholders
entitled to vote and voting on the resolution to be cast in favour of the
resolution.
Shareholders are invited to submit written questions to individual Directors.
These must be clearly handwritten or (preferably) typed, signed and with the
writer's name, address and shareholder number printed on it. Letters can be
posted to: Question for Director (name of Director), C/o Company Secretary,
Port of Tauranga Limited, Private Bag 12504, Tauranga Mail Centre, Tauranga
3143, New Zealand. All questions must be received before Tuesday 21 October
2014. The Directors will answer these questions at the conclusion of
Ordinary Business.
BY ORDER OF THE BOARD
Steve Gray
COMPANY SECRETARY
INVITATION: At the conclusion of the Annual Meeting, afternoon tea will be
served. We invite all shareholders to participate in a Port tour at the
conclusion. Transport will be provided outside the Holy Trinity Church, 215
Devonport Road, Tauranga.
PROXIES: A shareholder entitled to attend and vote, may appoint a proxy or,
in the case of a corporate shareholder, a representative, to attend and vote
on his/her behalf. The proxy or representative you appoint need not
necessarily be a shareholder of the Company. A form of appointment is
enclosed. Address for proxies: Link Market Services Limited, PO Box 91976,
Victoria Street West, Auckland 1142, New Zealand. A proxy and the power of
attorney or other authority, if any, under which it is signed, or a copy of
that power or authority certified by a Notary Public, must be deposited or
mailed to be received at the address specified above not later than 1.00pm on
Tuesday 21 October 2014.
Shareholders are also able to vote electronically as per the attached "Voting
Instructions for Shareholders".
EXPLANATORY NOTES:
1 Appointment of Directors
Sir Dryden Thomas Spring will retire at the Annual Meeting and does not seek
re-election.
The Company currently has eight Directors, including Mr Lawrence, who was
appointed under the Constitution to fill a casual vacancy on the Board on 1
February 2014. In accordance with the Company's Constitution, he will retire
at the Annual Meeting and, being eligible, offer himself for election.
In addition, in accordance with the Company's Constitution at least one-third
of the Directors of the Company are to retire from office at each Annual
Meeting. The Directors to retire will be the two who have been longest in
office, being Sir Dryden Thomas Spring and Mr David Alan Pilkington, who are
required to retire from office at the Annual Meeting. Mr Pilkington is
eligible for re-election and therefore offers himself for re-election at the
Annual Meeting.
Details of the two Directors are available on our website:
www.port-tauranga.co.nz
2 Increase in Directors' Remuneration
Resolution 3 seeks shareholder approval for increasing the maximum amount
that may be paid each year to the Directors of the Company for their services
as Directors of the Company and its Subsidiaries to $491,727. Currently the
figure is $477,405. The resolution therefore seeks approval of an increase
of 3% which equates to $14,322 per annum. Shareholders last approved an
increase in Directors' remuneration in October 2013.
Shareholder approval for an increase is required under Listing Rule 3.5.1.
In accordance with the voting restrictions in the Listing Rules and the
Company's Constitution, no vote may be cast by the Directors or any of their
respective associated persons (as defined in the Listing Rules) in favour of
Resolution 3. A Director, or an associated person of a Director, who has
been appointed as proxy or representative for another shareholder who is not
disqualified from voting in favour of Resolution 3 may exercise that vote
only in accordance with the express instructions of that shareholder given in
the proxy form. A Director, or an associated person of a Director, may not
exercise any discretionary proxy votes in favour of Resolution 3 (that is,
any instruction that gives that Director or associated person, as proxy or
representative, discretion to exercise that vote as that Director or
associated person sees fit).
End CA:00255186 For:POT Type:ANNREP Time:2014-09-12 14:56:34
