NZR
01/05/2014 14:22
MEETING
REL: 1422 HRS The New Zealand Refining Company Limited
MEETING: NZR: 2014 Notice of Meeting
Notice is hereby given that the fifty-third Annual Meeting of The New Zealand
Refining Company Limited ("Company" and "Refining NZ") will be held at the
Company's Offices, Marsden Point, Ruakaka, Whangarei, on Thursday, 15 May
2014 commencing at 2:00pm.
Shareholders are invited to join the Directors for a light luncheon following
the meeting.
BUSINESS
Presentations
(a). Chairman's Address
(b). Chief Executive Officer's Review
(c). Statutory Accounts and Reports for the Financial Year Ended 31 December
2013
To receive and consider the Annual Report, including the Financial Statements
and the Auditor's Report for the year ended 31 December 2013.
Resolutions
Item 1: Appointment of Auditor
To consider and, if thought fit, to pass the following ordinary resolution:
"That Directors be authorised to fix the fees and expenses of
PricewaterhouseCoopers as auditors to the Company for the financial year
ending 31 December 2014."
Item 2: Re-Election of Directors
In accordance with Clause 8.6 of the Constitution, Messrs M Tume, T. Wall and
A.T. Warrell retire by rotation and, being eligible, offer themselves for
re-election. Under Clause 8.5 of the Constitution, Ms V.C.M Stoddart and Mr
D.B. Gilbert were appointed by the Directors to fill the vacancies created by
the resignation of Mr A.J. Clements and Mr PJ. Morris and being eligible,
offer themselves for election. Accordingly it is proposed that the
shareholders consider and, if thought fit, pass the following ordinary
resolutions for the purposes of NZX Main Board Listing Rules 3.3.11 and
3.3.6:
2(a). Re-election of Mr M. Tume as a director of the Company.
"That Mr M. Tume, who retires by rotation in accordance with clause 8.6 of
the Constitution, be re-elected as a director of the Company".
2(b). Re-election of Mr T.J. Wall as a director of the Company.
"That Mr T.J. Wall who retires by rotation in accordance with clause 8.6 of
the Constitution, be re-elected as a director of the Company".
2(c). Re-election of Mr A.T. Warrell as a director of the Company.
"That Mr A.T. Warrell who retires by rotation in accordance with clause 8.6
of the Constitution, be re-elected as a director of the Company".
2(d). Election of Ms. V.C.M, Stoddart as a director of the Company.
"That Ms V.C.M. Stoddart be elected as a director of the Company".
2(e). Election of Mr D.B. Gilbert as a director of the Company.
"That Mr D.B. Gilbert be elected as a director of the Company".
Item 3: Amendments to the Constitution
Resolved as a special resolution that the existing Constitution of the
Company be revoked and the Company adopt a new Constitution in the form
tabled at the meeting and signed by the Chairperson for the purpose of
identification.
Item 4: Motion from Mr Bryan Halliwell
Article 7.23 of the Constitution allows any shareholder to give written
notice of any proposed resolution that he or she wishes to raise at the
Annual Meeting. The Board has received the following proposed resolution from
Mr Bryan Halliwell. A statement by him in support of his proposed resolution
(which he is entitled to make pursuant to Article 7.23.5 of the Constitution)
and a statement by the Company's Independent Directors in response appear
below.
"I move that, in view of their continued support, for the User
Companies',("Users"), invalid, pre-costs, "gain sharing", ("GS"), discounts,
and "market related element", ("MRE"), benefits, in the refinery processing
fees calculations, the shareholders have no confidence in the willingness of
the Directors, and the Chief Executive Officer, ("CEO"), to fulfil their
statutory duties, to act in good faith, and in the best interests of the
Company, and of all of its shareholders, and to act with the care, and
diligence and skill, that a reasonable Director, and CEO, would exercise in
the same circumstances,- as required of them by Sections 131 and 137 of the
Companies Act 1993."
By Order of the Board
D.M. Jensen
Company Secretary
1 May 2014
End CA:00250005 For:NZR Type:MEETING Time:2014-05-01 14:22:26
