JWI
20/11/2015 13:56
MEETING
NOT PRICE SENSITIVE
REL: 1356 HRS Just Water International Limited
MEETING: JWI: Notice of Meeting
Notice is given that the Annual Meeting of Shareholders of Just Water
International Limited (the "Company") will be held on Monday 7 December 2015
at 11:00 am, in Board Room 114 Rockfield Road, Penrose, Auckland.
Agenda:
1. Chairman's Address:
2. Annual Report:
To record the presentation of the 2015 Annual Report.
a. Resolution 1: Annual Report
"That the Annual Report of the Company for the year ended 30 June 2015,
including the Auditors' Report, be received."
3. Auditor:
To record the reappointment of PricewaterhouseCoopers as auditor and
authorize the Directors to fix the auditors remuneration for the ensuing
year.
a. Resolution 2: Auditor
"That the board of directors be authorised to fix the auditors' remuneration
for the ensuing year."
4. Election of director (Ian Malcolm):
In December 2014, Ian Malcolm was appointed as a Director by the Board. In
accordance with section 29.3 of the constitution of Just Water International
Ltd, Mr. Malcolm retires at the annual general meeting and, being eligible,
offers himself for election as a Director.
a. Resolution 3: Ian Malcolm
"That Ian Malcolm be elected as a director of the Company."
The biographical details of Mr. Malcolm are set out in the "Explanatory Notes
to Resolutions" section of this Notice of Annual Meeting.
5. Election of director (Brendan Wood):
In January 2015, Brendan Wood was appointed as a Director by the Board. In
accordance with section 29.3 of the constitution of Just Water International
Ltd, Mr. Wood retires at the annual general meeting and, being eligible,
offers himself for election as a Director.
a. Resolution 4: Brendan Wood
"That Brendan Wood be elected as a director of the Company."
The biographical details of Mr. Wood are set out in the "Explanatory Notes to
Resolutions" section of this Notice of Annual Meeting.
The Board has determined that Mr. Wood is an "Independent Director" as
defined by the NZAX Listing Rules.
6. General business:
To transact such other business as may properly be brought before the meeting
in accordance with the Company's constitution.
Explanatory notes to resolutions:
Each of the resolutions to be considered at the Annual Meeting is an ordinary
resolution. An ordinary resolution means a resolution that is approved by a
simple majority of the votes of those shareholders entitled to vote and
voting on the resolution.
Resolution 1: Annual Report:
The Annual Report for 2015, having been made available or circulated by the
share registry, will be tabled for discussion and questions.
Resolution 2: Auditors' remuneration:
PricewaterhouseCoopers are automatically reappointed as the Company's Auditor
under section 207T of the Companies Act 1993. This resolution authorises the
board to fix the fees and expenses of the Auditor under section 207S of the
Companies Act 1993.
Resolution 3: Election of director (Ian Malcolm):
Ian Malcolm was appointed a director by the Board in December 2014 and in
accordance with section 29.3 of the Company's constitution retires at the
Annual General Meeting, and being eligible, offers himself for election at
the Annual General Meeting.
His biographical details are set out below:
Ian Malcolm is a Chartered Accountant specialising in business structuring
and tax minimisation, looking at both "the big picture" as well as the
details in any business situation, with the aim of optimising the current and
future position for the stakeholders.
Ian continues to operate in public practice (over 25 years experience),
mainly with MHK Chartered Accountants Limited (previously Mabee Halstead &
Kiddle), a long-established well-respected chartered accounting firm now in
Sale Street, Auckland fringe CBD. Actively involved with the establishment
and growth of a number of businesses, many in the ICT world, currently on the
board of a number of successful private companies. In addition, Ian has
significant amount of institutional knowledge having been on the board of JWI
when this floated on the NZAX stock exchange in 2004, retired in 2013, and
elected back to the board in December 2014; and also has practical experience
having started & run his own commercial business in the ICT sector, and
continues with a high involvement in ICT; ex Chairperson of the New Zealand
Institute of Chartered Accountants' Auckland Computer Group.
Ian is a Fellow of the New Zealand Trustees Association, his community
involvements include Trustee of the Stardome Observatory; past Treasurer of a
school Board of Trustees, honorary auditor of sports clubs, church parish
committee involvements and a Justice of the Peace.
Resolution 4: Election of director (Brendan Wood):
Brendan Wood was appointed a director by the Board in January 2015 and in
accordance with section 29.2 of the Company's constitution retires at the
Annual General Meeting, and being eligible, offers himself for election at
the Annual General Meeting.
His biographical details are set out below:
Brendan joined the partnership of Daniel Overton and Goulding in 2000 (having
previously practiced in Wellington, Rotorua and Hamilton) and for nearly 20
years has been advising clients on buying, selling and leasing property,
buying and selling companies and businesses, commercial contracts and asset
protection.
Out of the office Brendan enjoys spending time with his young family, on a
life style block in Pukekohe where he raises highland cattle.
Instructions regarding proxies:
1. All shareholders are entitled to attend and, subject to the restrictions
described in the section entitled "Voting Restrictions" set out in the
explanatory notes to the Notice of Meeting, to vote at the meeting.
2. A shareholder entitled to attend and vote at the meeting is entitled to
appoint a proxy to attend and vote instead of the shareholder.
3. A proxy need not be a shareholder of the Company.
4. The chairman of the meeting is willing to act as proxy for any shareholder
who may wish to appoint him for that purpose.
5. If the proxy form is returned without a direction as to how the proxy
should act on a resolution, the proxy will exercise his or her discretion as
to whether to vote and, if so, how. However, a proxy will be prohibited from
exercising discretionary proxies given to him or her in respect of a
resolution in which that proxy is disqualified from voting (refer to the
section entitled "Voting Restrictions" for disqualified persons). In such
instances, the proxy is only able to exercise proxies where the shareholder
has provided him or her with an express instruction as to how to exercise
that shareholder's vote. Express instructions exclude instructions that give
the proxy discretion to exercise that shareholder's vote as the proxy sees
fit.
6. Joint holders must all sign the proxy form.
7. If the proxy is signed under a power of attorney, this must be produced
for noting by the Company, if not already noted. A certificate of
non-revocation of the power of attorney must be attached.
8. A company that is a shareholder may appoint a person to attend the meeting
and vote on its behalf, in the same manner as that in which it could appoint
a proxy. A proxy granted by a company or other body corporate must be signed
by a duly authorised officer or attorney who has express or implied authority
to do so.
9. Completed proxies must be received by the Company's Share Registrar no
later than 11:00am on Thursday 3rd December 2015 at the following address:
The Share Registrar
Just Water International Limited
C/- Link Market Services
PO Box 91976
Auckland 1142
New Zealand
By order of the Board
Tony Falkenstein
Chairman
Proxy form
CSN Holder Number: FAX RETURN +64 3 308 1311
I/We
(Name)
of
(Place)
being a shareholder of Just Water International Limited (the "Company"),
hereby
appoint
of
(Name) (Place)
or failing that person of
(Name) (Place)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of
the Company to be held in the Board Room, 114 Rockfield Road, Penrose,
Auckland on Monday 7 December 2015 at 11:00 am, and at any adjournment
thereof.
Unless otherwise directed as below, the proxy will vote as he or she thinks
fit (unless the proxy is prohibited from exercising discretionary proxies
given to them in respect of the resolution), or abstain from voting. A proxy
will be prohibited from exercising discretionary proxies given to him or her
in respect of a resolution in which that proxy is interested or disqualified
from voting (refer to the section in the attached Notice of Meeting entitled
"Voting Restrictions" for disqualified persons). In such instances, the proxy
is only able to exercise proxies where the shareholder has provided him or
her with an express instruction as to how to exercise that shareholder's
vote. Express instructions exclude instructions that give the proxy
discretion to exercise that shareholder's vote as the proxy sees fit. Should
the shareholder(s) wish to direct the proxy how to vote, the following should
be completed:
RESOLUTIONS FOR AGAINST
1. Annual Report
The Annual Report for the Company for the year ended 30 June 2015, including
the Auditors' Report, be received.
For / Against
2. Auditors' remuneration
The Company's board of directors be authorised to fix the auditors'
remuneration.
For / Against
3. Election of director
That Ian Malcolm be elected as a director of the Company.
For / Against
4. Election of director
That Brendan Wood be elected as a director of the Company.
For / Against
Signed this ______________ day of ___________________ 2015
_______________________________________________Signature
_______________________________________________Signature
Note: Completed proxies must be received by the Company's Share Registrar no
later than 11.00am on Thursday
3rd December 2015
at the following address:
The Share Registrar
Just Water International Limited,
c/o Link Market Services
PO Box 91976, Auckland 1142, New Zealand
End CA:00273829 For:JWI Type:MEETING Time:2015-11-20 13:56:01
