Ann: MEETING: KFL: KFL - Notice of Meeting of Shareholders - 15...

• Release Date: 25/07/14 11:43
• Summary: MEETING: KFL: KFL - Notice of Meeting of Shareholders - 15 August 2014
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					KFL
25/07/2014 11:43
MEETING

REL: 1143 HRS Kingfish Limited

MEETING: KFL: KFL - Notice of Meeting of Shareholders - 15 August 2014

Notice of Annual Meeting of Shareholders

Notice is hereby given that an Annual Meeting of Shareholders of Kingfish
Limited ("Kingfish" or "the company") will be held in Guineas Room 1,
Ellerslie Event Centre, Greenlane, Auckland on Friday 15 August 2014 at
10:30am.

THE BUSINESS OF THE MEETING WILL BE:

1. Annual Report
To receive the annual report for the year ended 31 March 2014.

2. Election of Director
To re-elect Carol Campbell as a director of the company. Carol Campbell
retires by rotation in accordance with the company's constitution and being
eligible, offers herself for re-election. The Board supports the re-election
of Carol Campbell as an independent director. (See Explanatory Note 1 for
biographical detail.)

3. Auditors
To authorise the Board of Directors to fix the remuneration of the auditors
for the ensuing year.

4. Updated Investment Mandate
To approve the widening of the company's Investment Mandate as described in
Explanatory Note 2.

5. General Business
To consider any other business that may properly be submitted to an annual
meeting.

In each case, the resolutions of the meeting are ordinary resolutions, to be
approved by a simple majority of the votes of shareholders entitled to vote
and voting.

The Board of Kingfish recognises that the Annual Meeting of Shareholders is
an important forum at which shareholders can meet the Board. We welcome your
input and encourage you to submit any questions you may have in writing prior
to the meeting to:

Kingfish Limited
Private Bag 93502, Takapuna, Auckland 0740
Phone +64 9 489 7094
[email protected]

The Ellerslie Event Centre is situated at 80-100 Ascot Ave, Greenlane.
Car Parking is provided at the venue.

Procedural Notes
1. A shareholder may attend the meeting and vote or may appoint a proxy to
attend the meeting and vote in place of the shareholder.

2. If you wish to appoint a proxy you should complete the proxy form which is
enclosed with this notice of meeting. A proxy need not be a shareholder of
the company.

3. Proxy forms must be returned to the office of Kingfish's share registrar,
Computershare Investor Services Limited, either by fax to +64 9 488 8787, by
delivery to Level 2, 159 Hurstmere Road, Takapuna, Auckland, New Zealand, or
by mail to Private Bag 92119, Auckland 1142, New Zealand so as to be received
not later than 10.30am on Wednesday 13 August 2014.

Explanatory Note 1 - Election of Director
Carol Campbell BCom, CA
Independent Director
Carol Campbell is a chartered accountant and a member of the New Zealand
Institute of Chartered Accountants. Carol is a director of The Business
Advisory Group, a chartered accountancy practice, where she advises
privately-owned businesses. Prior to that, Carol was a partner at Ernst &
Young for over 25 years. Carol has extensive financial experience and a sound
understanding of efficient Board governance. Carol holds a number of
directorships across a broad spectrum of companies, including Turners and
Growers and
New Zealand Post where she is also Chair of the Audit and Risk Committee.
Carol is Chair of Ronald McDonald House Charities in New Zealand and is also
a director of Barramundi and Marlin Global. Carol's principal place of
residence is Auckland.

Explanatory Note 2 - Updated Investment Mandate
The company's March 2014 Monthly Update included an item informing
shareholders of the Board's review and update of the 10 year old Management
Agreement between Kingfish and Fisher Funds.

Item 4 on the agenda for the Annual Shareholders' Meeting is a resolution
relating to one of the changes that arose from that review and update of the
Management Agreement. The resolution involves ratifying a widening of the
company's Investment Mandate.

When Kingfish was established in 2004, the Management Agreement limited the
company's Investment Mandate to ensure that the portfolio was invested
primarily in the shares of companies that were not top 30 NZX companies. Over
the 10 years since then, the Kingfish portfolio has undergone a
transformation as many of its smaller company holdings have turned into large
companies.

Today, the growth and success of some of Kingfish's investments as well as
changes to the composition of the market index have meant that the old
Investment Mandate was too restrictive.
The widening of the Investment Mandate took effect on 27 March 2014 when the
Management Agreement was updated. For good form, as noted in the March 2014
Monthly Update, the company will discuss the Kingfish mandate at the Annual
Shareholders' Meeting and seek shareholder approval by ordinary resolution to
the continuation of the widened Investment Mandate.

The widened Investment Mandate now requires the Kingfish portfolio to be
invested in the equity securities of New Zealand companies and other
authorised investments, which include listed and unlisted New Zealand
equities and bank deposits or money market securities. The widened mandate
gives Kingfish the ability to invest across the New Zealand share market
regardless of the market capitalisation of individual stocks.

If the resolution approving the widening of the Investment Mandate is not
passed, the Board would need to consider and, if necessary, take steps to
adjust the portfolio so that the maximum exposure to top 30 NZX companies was
less than 50%.

The Board considers that this is not in the interests of shareholders,
because the original mandate not only limits Kingfish's scope to invest in a
wider range of companies but would also limit its ability to retain well
performing stocks that might need to be sold to remain within the original
mandate.
End CA:00253109 For:KFL    Type:MEETING    Time:2014-07-25 11:43:19