Ann: MEETING: PGC: Notice of Annual Meeting

• Release Date: 13/11/12 13:45
• Summary: MEETING: PGC: Notice of Annual Meeting
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PGC
13/11/2012 11:45
MEETING

REL: 1145 HRS Pyne Gould Corporation Limited

MEETING: PGC: Notice of Annual Meeting

Notice of Annual Meeting

Notice is hereby given that the Annual Meeting of shareholders of Pyne Gould
Corporation Limited will be held in the Waitakere Room, Level 17, AMP
Building, 29 Customs Street West, Auckland, on Wednesday 28 November 2012
commencing at 2.00pm.

Agenda

1. Annual Report - To receive and consider the annual report for the year
ended 30 June 2012.

2. Election of Directors - To consider, and if thought fit, pass the
following resolutions as ordinary resolutions:
o "That Bryan Mogridge be re-elected as a Director of the Company"
o "That Russell Naylor be re-elected as a Director of the Company"
o "That Gregory Bright be re-elected as a Director of the Company"

3. Auditor - to record the reappointment of PwC as the Company's auditor and
to pass the following resolution as an ordinary resolution:
o "That the Directors are authorised to fix the auditor's remuneration"

4. Other business - to consider any other matters that may properly be
brought

By order of the Board of Directors

Bryan Mogridge
Chairman

Explanatory Notes

Agenda Item 2

Election of Directors

Michael Tinkler retires at the meeting and does not offer himself for
re-election.

In accordance with the Company's constitution:

o Bryan Mogridge retires by rotation in accordance with the Company's
constitution, and being eligible, offers himself for re-election.
o Russell Naylor, following his appointment as an executive Director in
February 2012, retires from the Board, and being eligible, offers himself for
re-election.
o Gregory Bright, who was appointed on 2 May 2012, retires from the Board,
and being eligible, offers himself for re-election.
o The Board has determined that Bryan Mogridge and Gregory Bright are
independent directors. Russell Naylor as an executive director is a non
independent director.

Bryan Mogridge
Bryan Mogridge was appointed Chairman of the Company in 2011 after spending 8
years on the PGC board. He has been a member of Audit, risk and Remuneration
and Appointment Committees.

Bryan has many years experience in chief executive and senior management
positions, along with governance experience as a director of NZX listed
companies since 1989.

Russell Naylor
Russell Naylor has an extensive background in banking and finance and is the
principal of Naylor Partners, a boutique Sydney-based Corporate Advisory
business. Russell is an Executive Director and Investment Committee Member of
Torchlight, and a Director of ASX listed IEF and is a resident of Australia.

Gregory Bright
Gregory Bright is a publisher with approximately 30 years' experience in the
financial services industry. Over that period he has been an economics writer
for the Sydney Morning Herald, assistant editor of the Australian Financial
Review, radio broadcaster and public relations consultant as well as founding
three companies - Trade News Corporation Pty Ltd, InvestorInfo Ltd and
Conexus Financial Pty Ltd. He is currently a non-executive director of the
60-year-old Melbourne-based mortgage company La Trobe Financial Pty Ltd and
chairman of his own conference production company, Binalong Advisory
Services.

Procedural Notes

Annual Meeting and Voting

Shareholders are entitled to attend and vote at the Annual Meeting or to
appoint a proxy to attend and vote in their place.

An Ordinary Resolution of the company means a resolution passed by a simple
majority of votes cast by holders of securities in the Company entitled to
vote and voting.

Proxies
As a shareholder of the Company you are entitled to attend and vote at the
Annual Meeting of the Company or appoint a proxy to attend and vote on your
behalf. The proxy doesn't need to be a shareholder of the Company.

The Proxy Form must be received at the office of the Company's share
registrar, Link Market Services Limited, either by:

o mail to PO Box 91976, Auckland 1142
o fax to +64 9 375 5990
o scanning and emailing to [email protected]; or
o by delivery to Link Market Services Limited, level 16, Brookfields House,
19 Victoria Street West, Auckland, so as to be received no later than 2.00pm
on 26 November 2012, 48 hours before the time of holding the meeting.

 A proxy form and reply paid envelope are enclosed for the convenience of
shareholders.
End CA:00229655 For:PGC    Type:MEETING    Time:2012-11-13 11:45:36