Ann: MEETING: SPY: Notice of Annual Meeting of Sh

• Release Date: 05/09/12 18:01
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SPY
05/09/2012 16:01
MEETING

REL: 1601 HRS Smartpay Holdings Limited

MEETING: SPY: Notice of Annual Meeting of Shareholders

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SMARTPAY HOLDINGS LIMITED

Notice is hereby given that the 2012 Annual Meeting of Shareholders of
SmartPay Holdings Limited ("SmartPay" or "the Company") will be held at The
Spencer on Byron Hotel, 9-17 Byron Avenue, Takapuna, Auckland on Thursday
20th September 2012 commencing at 11am.

ITEMS OF BUSINESS

A. Chairman's welcome and introduction

B. Minutes of previous annual meeting held on 30th September 2011

C. Managing Director's review

D. Financial statements

In relation to SmartPay's annual report for the year ended 31 March 2012, to
receive the financial statements for that period and the auditor's report on
those financial statements.

E. Shareholder questions
 (See Explanatory Note 1)

F. Ordinary resolutions

 To consider and, if thought fit, to pass the following ordinary resolutions:

 Appointment of Auditor

1. That KPMG, be appointed as auditors to the company.
(See Explanatory Note 2)

 Fixing Remuneration of Auditor

2. That the Board be authorised to fix the auditor's remuneration for the
ensuing year.
(See Explanatory Note 3)

Re-election of Director - Gregor John Barclay

3. That Gregor John Barclay be re-elected as a director of SmartPay
 (See Explanatory Note 4)

Re-election of Director - Bradley Gerdis

4. That Bradley Gerdis be re-elected as a director of SmartPay.
 (See Explanatory Note 5)

Re-election of Director - Ivan Jeremy Hammerschlag

5. That Ivan Jeremy Hammerschlag be re-elected as a director of SmartPay
  (See Explanatory Note 6)

By order of the Board

Bradley Gerdis, Managing Director
31st August 2012

ORDINARY RESOLUTIONS

An ordinary resolution is a resolution passed by a simple majority of more
than 50% of votes of shareholders who are entitled to vote on the resolution
and who exercise their right to vote.

SHAREHOLDERS ENTITLED TO ATTEND AND VOTE

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 persons
who are registered as shareholders of the Company as at 11.00am (New Zealand
time) on Tuesday 18th September 2012, being a day which is not more than 20
working days before the Annual Meeting, will be entitled to exercise the
right to vote at the Annual Meeting.

VOTING RESTRICTIONS

There is no business being considered at this meeting where voting
restrictions apply, all shareholders may vote on all resolutions.

PROXIES

Any person who is entitled to attend and vote at the Annual Meeting may
appoint another person as his or her proxy to attend and vote instead of him
or her. A proxy need not be a shareholder of the Company. You may appoint the
"Chairman of the Meeting" as your proxy if you wish. A proxy form accompanies
this Notice of Meeting.

Proxy Forms must be lodged at the offices of the Company's share registry,
Computershare Investor Services Limited, Level 2, 159 Hurstmere Road,
Takapuna, Auckland (Private Bag 92-119, Auckland 1142), not less than 48
hours before the commencement of the Meeting, being no later than 11.00 am
(New Zealand time) on Tuesday 18th September 2012.

EXPLANATORY NOTES

Explanatory Note 1:
Shareholder Questions After the Chairman and Managing Director have given
their review of the financial year ended 31 March 2012 and any events which
have occurred after 31 March 2012, there will be an opportunity for
shareholder questions.

Explanatory Note 2:
Appointment of Auditor At the last Annual Meeting the Directors indicated
their intent to carry out a tender for the provision of audit services for
the SmartPay Group; this exercise has been carried out and a number of audit
companies, including the incumbent auditors Hayes Knight, were invited to
submit tenders for the audit of the company.  The Board has considered the
tenders and recommends to the shareholders that KPMG be appointed as auditors
to the SmartPay Group.

The Board unanimously recommends that shareholders vote in favor of the
appointment of KPMG as auditors to the company.

Explanatory Note 3:
Remuneration of Auditor This resolution authorises the Board to fix the fees
and expenses of the auditor.

Explanatory Note 4:
Re-election of Director -
Gregor John Barclay The NZSX Listing Rules require that at least one third of
directors (excluding any directors appointed by the Board and offered for
re-election pursuant to Listing Rule 3.3.6) 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 shall be eligible for re-election
at that meeting.
Gregor John Barclay, being the director who has held office longest since his
last election, will retire by rotation at this annual meeting and, being
eligible, offers himself for re-election.

The Board has determined that Greg Barclay is an Independent Director.
Greg is a founding partner of Auckland law firm Claymore Partners and brings
expertise in commercial law including corporate structuring, mergers and
acquisitions. He is a past or present director of a number of high profile
private New Zealand companies including national event management company
Experience Group, Pacific Forest Products Group, and recent Rugby World Cup
appointee Hospitality New Zealand, he is currently Chairman of the board of
the Northern Districts Cricket Association.
The Board unanimously recommends that shareholders vote in favor of Mr.
Barclay's re-election.

Explanatory Note 5:
Re-election of Director -
Bradley Gerdis NZSX Listing Rule 3.3.6 requires that any person who is
appointed as a director by the Directors shall retire from office at the next
annual meeting, but shall be eligible for election at that meeting.
Bradley Gerdis was appointed as a director of the Company by the Board on 1st
July 2012. Accordingly, he will retire from office at this annual meeting
and, being eligible, offers himself for re-election.
Bradley joined Smartpay in January 2012 and brings to the company significant
and relevant experience in managing high growth payments businesses.
Prior to joining SmartPay Bradley was a founding executive of Customers Ltd,
an ASX listed ATM and payments company which grew from start-up to become
Australia's largest ATM operator during his time with the business.
Bradley also played a leading role as a founding Director in the development
of Strategic Payments Services Pty Ltd, a payments processing business in
joint venture with Customers Limited, Bendigo Bank Ltd and MasterCard
International.
Prior to Customers Limited, Bradley's experience included direct investment
roles with ANZ Private Equity and Gresham Private Equity.

Bradley has held executive and non-executive director positions in both
publicly listed and private companies.
Bradley invested in the SmartPay at the time of his appointment and is
currently the third largest shareholder.
The Board unanimously recommends that shareholders vote in favor of Mr.
Gerdis' re-election.

Explanatory Note 6:
Re-election of Director -
Ivan Jeremy Hammerschlag NZSX Listing Rule 3.3.6 requires that any person who
is appointed as a director by the Directors shall retire from office at the
next annual meeting, but shall be eligible for election at that meeting.
Ivan Hammerschlag was appointed as a director of the Company by the Board on
1st July 2012, the board have determined that he is an Independent Director.
Accordingly, he will retire from office at this annual meeting and, being
eligible, offers himself for re-election.
Ivan Hammerschlag, 58 is a chartered accountant. Ivan's career began at
Foschini one of South Africa's largest retailers where he grew up from the
shop floor to an executive position. Ivan started his own furniture retail
business in South Africa, listed it on the South African stock exchange and
successfully sold control of the company.
Ivan emigrated to Australia in 1990 where he has been very successful. Ivan
purchased Freedom Furniture, a chain of retail furniture stores that was
doing $60 million at purchase. During Ivan's years of ownership the business
grew to sales in excess of $200 million. Ivan exited the business prior to a
public listing.
In 1994 Ivan invested into a Retail Software company Divergent Technologies.
After engineering four acquisitions it was listed on the NASDAQ in 1998.
Ivan then spent 5 years working with Rand Merchant Bank in Australia
co-investing with them in 5 private equity transactions. Ivan was the
executive chairman of the 5 businesses which were successfully exited over
that period. These 5 businesses were in the wholesale distribution area.
Since 1991 Ivan has been a seed investor in 10 property syndicates . Ivan
also has property development experience having developed, renovated and sold
apartment blocks in South Africa.
Since 2004 Ivan has been a shareholder in a group of companies based in Hong
Kong, primarily in sourcing of products for retailers throughout the world
supplying bridal wear, fashion, furniture and homewares. In association with
this company Ivan has interests in retail bridal stores in South Africa and
Turkey.
In 2006 Ivan was instrumental in taking control of a retail conglomerate
listed on the Australian Stock Exchange called RCG Limited. When Ivan took it
over the market cap was $8 million and the company was in severe financial
stress. Today the business is highly profitable with a market cap in excess
of $90 million. The business consists of 150 stores selling athletic
footwear. It also has a wholesale division selling international brands into
the Australian market.
The Board unanimously recommends that shareholders vote in favor of Mr.
Hammerschlag's re-election.
End CA:00226948 For:SPY    Type:MEETING    Time:2012-09-05 16:01:26