Ann: MEETING: KRK: Notice of Annual Meeting

• Release Date: 30/01/14 18:09
• Summary: MEETING: KRK: Notice of Annual Meeting
• Price Sensitive: No
• Download Document  8.73KB

					KRK
30/01/2014 16:09
MEETING

REL: 1609 HRS Kirkcaldie & Stains Limited

MEETING: KRK: Notice of Annual Meeting

Notice of Annual Meeting

Notice is given that the Annual Meeting of shareholders of Kirkcaldie &
Stains Limited (the "Company") will be held at:
The Wellington Club
88 The Terrance
Wellington
on Wednesday, 19 February 2014 at 6.30pm.

BUSINESS
A. Chairman's Address

B. Managing Director's Address

C. Financial statements and reports
To receive and consider the annual report, including the financial statements
and the auditors' report for the year ended 31 August 2013.

D. Resolutions
To consider, and if thought fit, to pass the following ordinary resolutions:
1. Re-election of Ms Kerry Leigh Prendergast: That Ms Kerry L Prendergast be
re-elected as a director of the Company.
2. Election of Mr Christopher Grant Swasbrook: That Mr Christopher G
Swasbrook be elected as a director of the Company.
3. Auditors: That the board of directors be authorised to fix the
remuneration of PwC as auditors of the Company for the ensuing year.
An explanatory note to Resolutions 1 and 2 accompanies this notice of meeting
(see explanatory note 1).
An explanatory note to Resolution 3 accompanies this notice of meeting (see
explanatory note 2).

E. Shareholder Discussion

F. Other Business
To consider any other ordinary business which may be properly brought before
the meeting.

By order of the board of directors

Orsola Del Sante-Bland
Company Secretary
29 January 2013

EXPLANATORY NOTES

Note 1 - Election and Re-election of Directors
RESOLUTIONS 1 AND 2

Under NZX Main Board Listing Rule 3.3.11, one third of the Directors
(excluding one executive director) are required to retire each year at the
Annual Meeting but they are eligible to stand for re-election at that
meeting. At the time of the Annual Meeting there will be two non-executive
directors subject to retirement and re-election by rotation (as previously
announced to the market, Mr Philip Shewell will retire as director on 19
February 2014, prior to the Annual Meeting). Ms Kerry Leigh Prendergast will
retire at the meeting. Ms Prendergast has indicated that she wishes to be
considered for re-election. Ms Prendergast is an independent director.

As announced on 20 December 2013, Mr Philip Morland Shewell will resign as a
director of the Company effective from 19 February 2014.
Pursuant to NZX Main Board Listing Rule 3.3.5, on 18 December 2013 the
Company issued a notice advising a closing date of 9 January 2014 for
director nominations. A shareholder director nomination was received for Mr
Christopher Swasbrook. The board has determined that, in its view, Mr
Swasbrook would qualify as an independent director if elected.
The board has taken the view that whether Mr Swasbrook is elected is a matter
for shareholders, and is not expressing a view on his candidacy. Separately,
however, the board has been considering candidates to replace Mr Shewell, and
is in the process of finalising its views on the mix of skills required
around the board table, having regard to the Company's businesses.
For practical reasons, it is likely that any separate director appointment by
the board resulting from this process would be made after the 2014 Annual
Meeting. That director would hold office until the next Annual Meeting, at
which point they would retire but be eligible for re-election by
shareholders.

Kerry L Prendergast

Ms Prendergast has provided the following biographical information to assist
shareholders:

Ms Prendergast was appointed by the board as a non-executive director on 30
November 2010 and her appointment was confirmed at the Annual Meeting of 15
February 2011.

Ms Prendergast has had a long and successful life in politics. She was first
elected as a Councillor in 1986, spent six years as Deputy Mayor of
Wellington, and in 2001 was elected Mayor of Wellington, a position she held
for three terms until 2010. During that time she took a great interest in
promoting the interests of Wellington's tourism and commercial businesses.
She gained an MBA from Victoria University in 2003. Before her mayoralty she
was an independent midwife for 25 years. Ms Prendergast is currently Chair of
the Environmental Protection Authority, the New Zealand Tourism Board, the
New Zealand Arts Festival, and the Wellington Jazz Music Festival Trust. She
is a member of several other boards, including WorkSafe New Zealand,
Wellington Free Ambulance, and the Wellington Phoenix Football Club. She is
also a Trustee of the New Zealand Community Trust and Motu Foundation, a
member of the Audit and Risk Advisory Committee of the Auditor General, a
member of the Advisory Board for Victoria University of Wellington MBA
Programme, and a patron of various charitable organisations. Kerry is a
Distinguished Alumni from Victoria University of Wellington and was awarded a
CNZM in 2011 for her services to local government.

Christopher G Swasbrook

Mr Swasbrook has provided the following biographical information to assist
shareholders:

Mr Swasbrook is the Managing Director and Founder of Elevation Capital
Management Limited a global funds management company, which currently manages
approximately NZ$185 million for both institutional and individual investors.
He is also the Portfolio Manager of the Elevation Capital Value Fund which
owns 179,550 shares in Kirkcaldie & Stains Limited (as at 31 December 2013)
on behalf of its investors. Mr Swasbrook was previously a Partner of Goldman
Sachs JBWere Pty Limited and Co-Head of Institutional Equities at Goldman
Sachs JBWere (NZ) Limited.  He is currently a Director of NZX listed -
Mowbray Collectables Limited (Appointed: November 2013) and a Trustee &
Director of Te Tuhi Contemporary Arts Trust in Auckland.  He is also a member
of the NZX Listing Sub-Committee and a member of the NZ Markets Disciplinary
Tribunal. Elevation Capital (and Mr Swasbrook) describe themselves as global
value investors. Today, their principal investments centre on luxury and
consumer brand companies (Tiffany, Remy Cointreau, Laurent Perrier, Nestle,
Heineken, Kirin, Guinness Anchor, Mondel?z, Molson Coors, Staples, Japan
Tobacco, and Imperial Tobacco), as well as the media and energy (oil & gas)
sectors.  Given a clear alignment of interest with all Kirkcaldie & Stains
shareholders and his international investment experience in some of the most
well known luxury and consumer brand companies in the world, Christopher
Swasbrook would be happy to serve as a director if elected by shareholders at
the Annual Shareholder Meeting.

Note 2 - Auditors
RESOLUTION 3
PricewaterhouseCoopers are currently the auditors of the Company and will be
automatically reappointed under section 200(1) of the Companies Act 1993.
Under the Companies Act,
auditors' remuneration must be fixed in the manner determined at the Annual
Meeting. Shareholder approval is, therefore, sought to authorise the board of
directors to fix the remuneration of PwC as auditors for the ensuing year.

IMPORTANT INFORMATION
Voting Entitlements
The persons who will be entitled to vote on the resolutions at the Annual
Meeting are those persons who are the shareholders of the Company at 5.00pm
on Monday 17 February 2014.
Casting your vote
You may cast your vote by either:
1. Personal attendance: If you wish, you can attend the Annual Meeting and
vote. Voting will be by way of a show of hands or poll, at the discretion of
the Chairperson. You must bring the Proxy Form with you to the meeting in
case voting is held by way of a poll.
2. Appoint a proxy to vote: You may appoint a proxy or corporate
representative (if the shareholder is a body corporate) to attend the Annual
Meeting and vote on your behalf. Your proxy does not need to be a shareholder
of the Company. To do this, you should complete the Proxy Form. The form must
be returned to the share registrar (Link Market Services Limited)
no later than 6.30pm on Monday 17 February 2014
which is 48 hours before the start of the meeting. Postal voting is not
permitted.
If you appoint a proxy you may either direct your proxy how to vote for you
or you may give your proxy discretion to vote as he/she fits. If you wish to
give your proxy discretion then you must mark the appropriate boxes on the
form to grant your proxy that discretion. The Chairperson of the meeting and
other directors of the Company offer themselves as a proxy to shareholders.

Voting Thresholds
All items of business are ordinary resolutions and are required to be passed
by a simple majority of the votes of those shareholders entitled to vote and
voting on the resolutions. No shareholder is disqualified from voting on any
of the resolutions.

ENDS

For enquiries:
Mrs Orsola Del Sante-Bland
Company Secretary
Kirkcaldie & Stains Limited
P O Box 1494
Wellington 6140

P: 04 470 2158
F: 04 494 7280
E: [email protected]
End CA:00246521 For:KRK    Type:MEETING    Time:2014-01-30 16:09:33