- Release Date: 20/11/15 13:56
- Summary: MEETING: JWI: Notice of Meeting
- Price Sensitive: No
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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
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