Ann: GENERAL: DIL: Preliminary Proxy Statement

• Release Date: 10/03/15 10:56
• Summary: GENERAL: DIL: Preliminary Proxy Statement
• Price Sensitive: No
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					DIL
10/03/2015 10:56
GENERAL
NOT PRICE SENSITIVE
REL: 1056 HRS Diligent Board Member Services INC (NS)

GENERAL: DIL: Preliminary Proxy Statement

10 March 2015

Diligent Board Member Services, Inc. (Company) files Preliminary Proxy
Statement with SEC

On March 10, 2015 the Company filed its preliminary proxy statement  with the
U.S. Securities and Exchange Commission (the "SEC") in connection with its
2015 Annual Meeting of Shareholders scheduled for 28 April 2015, New Zealand
local time (the "2015 AGM").

The proxy statement was filed with the SEC in preliminary form in accordance
with the requirements of the Securities Exchange Act of 1934, which requires
the Company to submit proxy statements for non-routine matters to the SEC at
least 10 calendar days prior to the date definitive copies of such material
are first sent or given to security holders. The preliminary proxy statement
has been provided to NZX for its review and approval as required by the NZX
Listing Rules. NZX has not approved the preliminary proxy statement filed
with the SEC and comments resulting from either NZX's final review or SEC's
review may result in changes being made before the document is finalized and
distributed to the Company's shareholders.

Reliance on Listing Waiver

Effective on the date that the Company transmits its definitive proxy
statement to shareholders in connection with the 2015 AGM, the Company will
adopt updated bylaws. This is an action which does not require shareholder
approval. The bylaws will be filed with the New Zealand Registrar of
Companies upon their effectiveness.

One of the updates made was to require shareholders who nominate directors to
the board to provide background information about the nominee. This is set
out in Article 2.10(c) and reflects the information about a nominee that is
required to be provided to the Company under U.S. law for inclusion in the
Company's proxy statement (notice of meeting). A nominator is also required
to comply to submit a filing with the SEC containing the information required
by Schedule 14N.

If the information required by Article 2.10(c) is not made available to the
Company for inclusion in the proxy statement, the Company would be in breach
of U.S. law if it were forced to include such a nominee, as its proxy
statement would be non-compliant with the requirements of the U.S. securities
laws. The invalidation of a nomination by the operation of Article 2.10(c)
and US law is inconsistent with NZX Rule 3.3.5 which prohibits any
precondition being placed on the nomination of an individual for election as
a director at the Company's annual meeting.

However, on 16 November 2007, the Company was granted various waivers from
the NZX Rules as part of its listing on the NZX Main Board. One of the
waivers granted, permits the Company not to comply with an NZX Rule if and
only if such compliance would place the Company in breach of Delaware or U.S.
laws. As compliance with NZX Rule 3.3.5 would result in such a breach the
Company has relied on the waiver. A condition of reliance on the waiver is
that the Company announce that fact to NZX and the market. This announcement
is given in compliance with this requirement.

Investor inquiries:
Sonya Joyce
Phone: +64 4 894 6912

Media inquiries:
Geoff Senescall
Phone: +64 21 481 234
End CA:00261631 For:DIL    Type:GENERAL    Time:2015-03-10 10:56:25