NZR
15/04/2013 11:43
MEETING
REL: 1143 HRS The New Zealand Refining Company Limited
MEETING: NZR: Notice of Annual Meeting 2013
Notice is hereby given that the fifty-second 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 Tuesday 30
April 2013 commencing at 12:30pm.
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
2012
To receive and consider the Annual Report, including the Financial Statements
and the Auditor's Report for the year ended 31 December 2012.
Resolutions
Item 1: Appointment of Auditor
To consider and, if thought fit, to pass the following ordinary resolution:
"That PricewaterhouseCoopers be reappointed as auditors to the Company for
the financial year ended 31 December 2013, and that the Directors be
authorised to fix their remuneration.
Item 2: Re-Election of Directors
In accordance with Clause 8.6 of the Constitution, Messrs M.J. Bennetts, and
A.J. Clements and Ms K.E. MacMillan retire by rotation. M.J. Bennetts and
K.E. MacMillan, being eligible, offer themselves for re-election. Messr A.J.
Clements does not seek re-election. Under Clause 8.5 of the Constitution,
Messr M.H. Elliott was appointed by the Directors to fill the vacancy created
by the resignation of Mr M.J. McGuinness and being eligible, offers himself
for election. Accordingly it is proposed that the shareholders consider and,
if thought fit, pass the following ordinary resolutions for the purposes of
NZSX Listing Rules 3.3.11 and 3.3.6:
2(a). Re-election of Mr M.J. Bennetts as a director of the Company.
"That Mr M.J. Bennetts, 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 Ms K.E. MacMillan as a director of the Company.
"That Ms K.E. MacMillan who retires by rotation in accordance with clause 8.6
of the Constitution, be re-elected as a director of the Company".
2(c). Election of Mr M.H. Elliott as a director of the Company.
"That Mr M.H. Elliott be elected as a director of the Company".
Item 3: Motion from Mr Bryan Halliwell
Article 7.23 of the Constitution allows any shareholder to give the Board
written notice of any proposed resolution that he/she proposes to raise at
the Annual Meeting. On 18 March 2013, the Board received the following
resolution from Mr Bryan Halliwell, together with a shareholders statement in
support of the resolution (pursuant to Article 7.23.5 of the Constitution).
The Directors have provided a response to the Motion outlined on the
following page.
Shareholder's Proposal
Pursuant to Article 7.23 of the Constitution, I give Notice of the following
Motions, relating to the 1995 NZRC-Users Refinery Processing Agreements,
which I intend to propose, at the 2013 Annual General Meeting:
3(a). That the shareholders disagree with the present 30%/70% "Gain sharing"
arrangement, of the Gross Refining Margin, with the User-shareholders,
through the continuing provisions of the 1995 NZRC-Users Refinery Processing
Agreements.
3(b). That the shareholders disagree with the present arrangements, being
utilised by NZRC and the Users, under the 1995 NZRC-Users Refinery Processing
Agreements, with the: "Market related elements of the price formula, (which)
are reviewed, annually, between management and each customer, and
renegotiated, where necessary."
3 (c). That the shareholders disagree with the decision of the Board, to not
fund Bryan Halliwell's proposed Court Application, in which he would apply
for a Court Order, which would require NZRC, and the User Companies, to
eliminate, or to at least substantially reduce, the benefits which the User
Companies now receive, from the "Gain sharing", and "Market related
benefits", arrangements, utilised by NZRC and the Users, under the 1995
NZRC-Users Refinery Processing Agreements.
(See Explanatory Note)
By Order of the Board
D.M. Jensen
Company Secretary
15 April 2013
End CA:00235195 For:NZR Type:MEETING Time:2013-04-15 11:43:55
