BLT
03/07/2015 11:10
MEETING
NOT PRICE SENSITIVE
REL: 1110 HRS BLIS Technologies Limited
MEETING: BLT: Notice of Annual Meeting
BLIS Technologies Limited
Notice of Annual Meeting
Notice is hereby given that the annual meeting of shareholders of BLIS
Technologies Limited ("Company") will be held at the Dunedin Club, 33
Melville Street, Dunedin on Friday, 31 July 2015 at 12:00pm.
Business
The business of the meeting will be:
1 Financial Statements and Reports
To receive and consider the annual report including the financial statements
and the audit report for the year ended 31 March 2015.
2 Re-election of Mr Alan James McKenzie as a director (Resolution 1)
To consider, and if thought fit, to re-elect Mr Alan James McKenzie as a
director of the Company by passing the following ordinary resolution:
"That Mr Alan James McKenzie be re-elected as a director of the Company."
See Explanatory Notes
3 Re-election of Mr Peter Francis Fennessy as a director (Resolution 2)
To consider, and if thought fit, to re-elect Mr Peter Francis Fennessy as a
director of the Company by passing the following ordinary resolution:
"That Mr Peter Francis Fennessy be re-elected as a director of the Company."
See Explanatory Notes
4 Auditors (Resolution 3)
To record that Deloitte are reappointed as auditors of the Company in
accordance with section 207T of the Companies Act 1993 and if thought fit, to
pass the following Ordinary Resolutions:
"That the Directors be authorised to fix the remuneration of the auditors for
the ensuing year."
5 Directors' Remuneration (Resolution 4)
To consider, and if thought fit, to pass the following Ordinary Resolution
ratifying the maximum aggregate level of Directors remuneration which has
been paid since the appointment of an additional director at the 2014 annual
meeting:
"That pursuant to Listing Rule 3.5.1, the maximum aggregate amount payable by
the Company to Directors in their capacity as Directors is $150,000 per
annum."
6 Other business
To consider any other ordinary business which may properly be brought before
the meeting.
Proxies
All shareholders are entitled to attend and vote at the meeting or to appoint
a proxy to attend and vote in their place.
A proxy need not be a shareholder of the Company. Individuals who are
disqualified from voting on any resolution are unable to vote on a
discretionary proxy. Enclosed with this notice of meeting is a
proxy/corporate representative form.
For the appointment of a proxy to be valid, the form must be lodged at BLIS
Technologies Limited, 16 Roberts Street, Dunedin (Attn: Pamela Bedford) or
sent by email to [email protected] no later than 48 hours before the
start of the meeting (that is, by 12:00pm on Wednesday, 29 July 2015).
Postal voting is not permitted.
The directors offer themselves as proxy to shareholders and will vote in
favour of all of the resolutions put to the meeting unless otherwise
directed.
Corporate Representatives
A corporation which is a shareholder may appoint a person to attend the
meeting on its behalf in the same manner as that in which it could appoint a
proxy. The form to appoint a proxy/corporate representative must be signed
on behalf of the corporation by a person acting under the corporation's
express or implied authority.
Requisite majorities and voting
The resolutions are all ordinary resolutions. In order for them to be
passed, they require the affirmative vote of a simple majority of more than
50% of the votes cast by those entitled to vote and who vote in person or by
proxy.
By order of the Board of Directors
Peter F Fennessy
Chairman
Explanatory Notes
In these explanatory notes, references to "Listing Rules" are to the NZX Main
Board Listing Rules.
1 RESOLUTION 1 (BUSINESS ITEM 2) AND RESOLUTION 2 (BUSINESS ITEM 3)
Re-election of Mr Alan James McKenzie and Mr Peter Francis Fennessy
1.1 Mr Alan James McKenzie and Mr Peter Francis Fennessy are currently
directors of the Company and retire by rotation in accordance with Listing
Rule 3.3.11. Each director, being eligible, offers himself for re-election.
1.2 Mr Alan James McKenzie was first appointed as a director in August
2012. The Board considers that Mr McKenzie is not an independent director.
1.3 Mr Peter Francis Fennessy was first appointed as a director in
November 2000. The Board considers that Mr Fennessy is an independent
director.
1.4 Further details in respect of Mr Alan James McKenzie and Mr Peter
Francis Fennessy are set out below. These will also be available on the BLIS
Technologies website: www.blis.co.nz.
Alan McKenzie
1.5 Alan McKenzie is a Dunedin based business adviser with over 35 years'
experience as a Chartered Accountant working in New Zealand and overseas, in
both Public Practice and Industry. Alan has worked with numerous businesses
ranging from new ventures requiring day to day input, to substantial
multi-national companies. His focus is advising clients regarding structuring
business investment, financing, and related taxation issues.
1.6 He is a Chartered Fellow of the Institute of Directors in New
Zealand, holds a Certificate of Public Practice from Chartered Accountants
Australia and New Zealand, is a Fellow of the Institute of Chartered
Secretaries and Administrators, and holds a Bachelor of Commerce in
Accounting from the University of Otago. He is a director of Sinclair
Management Limited and several other client owned businesses and investment
groups, operating within New Zealand and internationally. Alan is also a
Trustee for a number of private family groups and local charitable
organisations.
Peter Fennessy
1.7 Peter Fennessy is a consulting partner with AbacusBio Limited
(Dunedin), a privately-held consultancy and venture development business with
its major focus in the agricultural sector. Peter is a Chartered Member of
the Institute of Directors and has been a director of the Company since 2000
and Chairman since 2006. He is also a director of a number of private
companies in the areas of technology and agribusiness. As a consultant, Peter
works with clients in development of business strategy and investment and in
the evaluation and valuation of technologies mainly in the areas of
agri-technology and biotechnology.
2 RESOLUTION 4 (BUSINESS ITEM 5)
2.1 The amount payable to Directors was last set at the 2010 annual
meeting where the shareholders authorised the payment of remuneration to the
Board of up to $130,000 per annum in aggregate. At the time the Board of the
Company comprised only 5 Directors.
2.2 A further Director was added to the Board at the 2014 annual meeting.
In accordance with Listing Rule 3.5.1 the Board resolved to increase the
aggregate remuneration payable to the Board by $20,000 (being less than the
average amount payable to the other non-executive directors (other than the
Chairperson) of the Company). Therefore the new total aggregate remuneration
is $150,000 per annum.
2.3 The Board wish to make it clear that, although there has not been an
increase per director, the total remuneration has increased due to the
addition of a further Board member. Although not required, the Board is
seeking ratification from the shareholders of this remuneration.
End CA:00266588 For:BLT Type:MEETING Time:2015-07-03 11:10:48
