POT
11/09/2015 09:43
MEETING
NOT PRICE SENSITIVE
REL: 0943 HRS Port of Tauranga Limited (NS)
MEETING: POT: Port of Tauranga 2015 Annual Report & Notice of Meeting
PORT OF TAURANGA LIMITED 2015
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 22 October 2015 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 2015 Annual Meeting of shareholders of Port of Tauranga Limited will be
held at Holy Trinity Church, 215 Devonport Road, Tauranga, on Thursday 22
October 2015 commencing at 1.00pm.
ORDINARY BUSINESS:
Receive and consider the Annual Report of the Company for the year ended 30
June 2015, together with the reports of the Directors and Auditors thereon.
1 To elect Directors:
(a) Julia Hoare, who has been appointed as a Director by the Board on 20
August 2015, retires in accordance with the Constitution and, being eligible,
offers herself for election as a Director of the Company; and
(b) Doug Leeder, who has been nominated as a Director of the Company, offers
himself for election as a Director of the Company;
in each case by separate ordinary resolution of the shareholders (see
Explanatory Note 1).
John Michael Cronin and Keith Tempest will retire at the Annual Meeting and
do not seek re-election.
2 To increase the total remuneration payable to the Directors from $491,727
per annum to $506,479 per annum, being an increase of $14,751 per annum (3%),
(see Explanatory Note 2).
3 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 20 October
2015. 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 20 October 2015.
Shareholders are also able to vote electronically as per the attached "Voting
Instructions for Shareholders".
EXPLANATORY NOTES:
1 Appointment of Directors
The Company currently has nine Directors, including Julia Hoare and Doug
Leeder, who were both appointed under the Constitution on 20 August 2015. In
accordance with the Company's Constitution, Julie Hoare will retire at the
Annual Meeting and Doug Leeder who has been nominated as a Director of the
Company and, being eligible, both offer themselves for election.
Details on Julia Hoare and Doug Leeder are as follows:
- Julia Hoare, BCom, FCA, MInstD
Julia has a comprehensive range of commercial, financial, tax, regulatory and
sustainability expertise which she developed over the course of 20 years as a
partner with PwC. She retired from the PwC partnership on 31 December 2012
to pursue a full time corporate governance career. Julia is a fellow of the
New Zealand Institute of Chartered Accountants and a member of the Institute
of Directors.
Other directorships include: Director, AWF Madison Group Limited; Director,
New Zealand Post Limited; Director, The A2 Milk Company Limited; Member,
Auckland Committee, Institute of Directors; Member, Advisory Panel to
External Reporting Board; Member, Institute of Directors Council.
- Doug Leeder
Doug Leeder is Chairman of Bay of Plenty Regional Council. He is a dairy
farmer, and has considerable experience in governance and management. Doug
has held positions of governance in Federated Farmers, was a Director and
Chairman of Bay Milk Products, Director of the East Bay Health Board, Chair
of Subsidiaries East Bay Energy Trust, Chairman NZ Dairy Group and Dairy
Insight and Director of DEXCEL.
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 John Michael Cronin and Keith Tempest, who are
required to retire from office at the Annual Meeting. Both John Cronin and
Keith Tempest do not seek re-election at the Annual Meeting.
2 Increase in Directors' Remuneration
Resolution 2 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 $506,479. Currently the
figure is $491,727. The resolution therefore seeks approval of an increase
of 3% which equates to $14,751 per annum. Shareholders last approved an
increase in Directors' remuneration in October 2014.
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 2. 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 2 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 2 (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:00269997 For:POT Type:MEETING Time:2015-09-11 09:43:17
