MMH
18/09/2015 10:44
MEETING
NOT PRICE SENSITIVE
REL: 1044 HRS Marsden Maritime Holdings Limited (NS)
MEETING: MMH: Marsden Maritime Holdings Ltd - Notice of Meeting
The Annual Shareholders' Meeting of Marsden Maritime Holdings Ltd will be
held at A'Fare, 197 Lower Dent Street, Whangarei on
Thursday, 22 October 2015 at 11.00am.
ORDINARY BUSINESS
1. Chairman's and Chief Executive's Reports
To receive reports from the Chairman and the Chief Executive in respect of
the year ended 30 June 2015, including consideration of the financial
statements and audit report.
2. Re-election and Election of Directors
Ms Susan Huria and Mr David Keys retire by rotation. Mr Keys is not seeking
re-election. Ms Huria offers herself for re-election. Mr Murray Jagger has
been nominated as a Director. Accordingly the following separate ordinary
resolutions are proposed, each requiring a simple majority of votes by those
shareholders entitled to vote and voting:
Resolution 1: To re-elect Ms Susan Huria as a director of Marsden Maritime
Holdings Ltd.
Resolution 2: To elect Mr Murray Jagger as a director of Marsden Maritime
Holdings Ltd.
For further details on the retirement, re-election and election of Directors,
including profiles of Ms Huria and Mr Jagger, see the accompanying
Explanatory Notes (below).
GENERAL BUSINESS
To consider any other matter that may be properly brought before the meeting.
Tea and coffee will be available after the meeting.
By order of the Board
Gavin Carroll
COMPANY SECRETARY
18 September 2015
PROXIES
All shareholders are entitled to attend the meeting and may appoint a proxy
who need not be a shareholder of the Company to attend and,on a poll, vote in
their stead. You may appoint the "Chairman of the Meeting" as your proxy. The
Chairman intends to vote undirected proxies (where the Chairman has been
appropriately authorised) in favour of Resolutions 1 and 2.
Pursuant to section 125 of the Companies Act 1993, the Board has determined
that for the purposes of voting at the Annual Meeting, only those registered
shareholders of the Company as at 5.00pm on Monday 19 October 2015, may do
so.
Pursuant to section 19 of the Port Companies Act 1988 and section 14 of the
Public Audit Act 2001, the Auditor-General is the Auditor of the Company.
EXPLANATORY NOTES
1. Under clause 7.8 of the Constitution and NZX Listing Rule 3.3.11,
one-third of the Directors or, if their number is not a multiple of three,
then the number nearest to one-third, shall retire from office at the Annual
Meeting each year, but are eligible for re-election at that meeting. The
Directors to retire are those of the Directors who have been longest in
office since their last election.
2. The Directors retiring by rotation at the 2015 Annual Meeting are Ms Susan
Huria and Mr David Keys. Ms Huria offers herself for re-election and is
eligible without further nomination. Mr Keys does not offer himself for
re-election. The Board has previously determined that it considers that Ms
Susan Huria qualifies as an Independent Director under NZX Listing Rule
3.3.2. The Board considers that her status as an Independent
Director will not change if re-elected.
3. Under Regulation 7.6 of the Constitution and NZX Listing Rule 3.3.5, the
Company issued a notice on 24 July 2015 advising a closing date for Director
nominations of 4 September 2015. Mr Murray Jagger has been nominated as a
Director.
4. If elected, the Board considers that Mr Jagger would qualify as an
Independent Director under NZX Listing Rule 3.3.2.
5. Candidate profiles for Ms Huria and Mr Jagger are set out below.
6. As required by section 6(1)(a) of the Port Companies Act 1988 the Company
shall have no fewer than six directors.
CANDIDATE PROFILES
Susan Huria
Ms Huria is Chairman of Veterinary Enterprises and a Director of Airways
Corporation and Ngai Tahu Property. She is a trustee of First Foundation and
previous governance roles include Agresearch, where she was Deputy Chair,
Radio New Zealand, Housing New Zealand, Watercare Services, Ngai Tahu
Development, Manukau Leisure and Workbase the National Centre for Workplace
Literacy. She is a Chartered Fellow of the Institute of
Directors and is considered to be an Independent Director.
Murray Jagger
Murray Jagger is a long standing resident of Northland where he runs a
significant dairy and beef farming operation. He has a Diploma in Agriculture
from Massey University and is a member of the NZ Institute of Directors.
Murray has been a director of Livestock Improvement Corporation (LIC) since
2000 and is currently Chairman of LIC's governance review committee.
He is also a director of Co-operative Business NZ, President of the Whangarei
Agricultural and Pastoral Society, pastoral sector advisor on the Tai Tokerau
Northland Regional Growth Study and is the Commanding Officer of the
Whangarei Heads Volunteer Fire Brigade.
If elected, the Board considers that Mr Jagger would qualify as an
Independent Director under NZX Listing Rule 3.3.2.
End CA:00270372 For:MMH Type:MEETING Time:2015-09-18 10:44:04
