Ann: MEETING: TIL: TIL: Notice of Annual Meeting of Shareholders

• Release Date: 08/09/15 11:50
• Summary: MEETING: TIL: TIL: Notice of Annual Meeting of Shareholders
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					TIL
08/09/2015 11:50
MEETING
NOT PRICE SENSITIVE
REL: 1150 HRS Trilogy International Limited

MEETING: TIL: TIL: Notice of Annual Meeting of Shareholders

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Trilogy International Limited (the Company) gives you notice that its annual
meeting of shareholders will be held at Sofitel Hotel, 21 Viaduct Harbour
Avenue, Auckland, commencing at 12.30pm on Wednesday, 23 September 2015.

The business of the meeting will be:

Re-election of existing directors
To re-elect the following directors retiring by rotation under NZX Main Board
Listing Rule (Listing Rule) 3.3.11:

Re-election of Mandy Sigaloff as director
1 Mandy Sigaloff retires by rotation under clause 26.1 of the Company's
constitution and NZX Main Board Listing Rule 3.3.11. Mandy Sigaloff, being
eligible, offers herself for re-election.

Re-election of Grant Baker as director
2 Grant Baker retires by rotation under clause 26.1 of the Company's
constitution and NZX Main Board Listing Rule 3.3.11. Grant Baker, being
eligible, offers himself for re-election.

Re-appointment and remuneration of auditors
3 To record the re-appointment of PricewaterhouseCoopers (PwC) as the auditor
of the Company, and to authorise the board of directors to fix the auditor's
remuneration, for the forthcoming year.

Directors' remuneration
4 To authorise the increase of the maximum aggregate remuneration payable to
directors of the Company and its subsidiaries from AUD$150,000 for its
independent directors to NZD$385,000 per annum for all directors in their
capacity as directors, to be allocated between the directors as they consider
appropriate and that such fees may be satisfied in whole or in part by an
issue of ordinary shares in compliance with NZX Main Board Listing Rule
7.3.8. Voting exclusions on this resolution are set out under the heading
"Voting Restrictions" below.  Note that Geoff Ross, Grant Baker and Stephen
Sinclair will now be paid out of the director fee cap, as further explained
in the explanatory notes below.

Amendment of the constitution
5 To approve the alterations to the constitution of Trilogy International
Limited by special resolution.

Notes on Voting
Resolutions 1 to 4 will be voted on by shareholders of the Company as
ordinary resolutions.  Resolution 5 will be voted on by shareholders of the
Company as a special resolution.

An ordinary resolution is a resolution passed by a simple majority of the
votes cast of the shareholders entitled to vote and voting. A special
resolution is a resolution passed by a majority of 75 percent of the votes
cast of the shareholders entitled to vote and voting.

The only persons entitled to vote at the annual meeting are registered
shareholders as at 12:30 pm on 21 September 2015 and only the ordinary shares
registered in those shareholders' names may be voted at the annual meeting.

Proxies and representatives
Shareholders may exercise their right to vote at the meeting either by being
present in person or by appointing a proxy to attend and vote in their place.
 A proxy need not be a shareholder of the Company. The Chairman of the
meeting is willing to act as proxy for any shareholder who may wish to
appoint him for that purpose.  The Chairman intends to vote all discretionary
proxies he holds in favour of all resolutions apart from resolution 4, on
which he will abstain from voting. A body corporate shareholder may appoint a
representative to attend the meeting on its behalf.  A proxy form is enclosed
with this notice.

If you wish to vote by proxy, you must complete the form and produce it to
the Company by delivering it to the Company's Share Registrar, Computershare
Investor Services Limited, Level 2, 159 Hurstmere Road, Takapuna, Auckland,
New Zealand, or by posting in to The Share Registrar, Trilogy International
Limited, C/-Computershare Investor Services Limited, Private Bag 92119,
Auckland 1142, New Zealand or by lodging it online at www.investorvote.co.nz
by following the instructions on the form and, in each case, so as to be
received at least 48 hours before the time for holding the meeting.

To direct your proxy how to vote on each resolution, you should tick the
appropriate box on the enclosed proxy form. Except as set out in the proxy
form, if you appoint a proxy, but do not tick one of the boxes in relation to
a resolution, the proxy will abstain from voting on that particular
resolution.

Any corporation that is a shareholder may appoint a person as its
representative to attend the annual meeting and vote on its behalf, in the
same manner as that in which it could appoint a proxy. A corporation wishing
to appoint a person must ensure that the representative brings an original of
the notice appointing him or her to the meeting. To assist administration,
the Company would be grateful if notices appointing representatives are
delivered to Computershare Investor Services Limited (Computershare), Private
Bag 92119, Auckland 1142, New Zealand, at least 48 hours before the time of
the meeting. If the notice of appointment is not delivered to the Company's
Share Registrar prior to the meeting, the representative must bring to the
meeting an original copy of the notice of appointment signed by the relevant
Company or body corporate.

Postal Votes and Electronic Voting
Instead of voting in person or by proxy, a shareholder may cast a postal vote
on all or any of the matters to be voted on at the annual meeting. The board
has authorised Computershare to receive and count postal votes at the
meeting.

A postal voting form is enclosed with this notice (combined with the proxy
form). If you wish to cast a postal vote you must either:

o complete the form and send it to Computershare Investor Services Limited,
in accordance with the instructions set out on the form; or

o vote online via www.investorvote.co.nz following the instructions in the
Proxy/Voting Form,

not less than 48 hours before the start of the annual meeting.

Explanatory notes to notice of annual meeting of shareholders

Re-election of directors

Resolutions 1 and 2 - re-election of directors
Under Listing Rule 3.3.11, and in accordance with the Company's constitution,
one third of the Company's directors must retire by rotation at the annual
meeting. If the directors are eligible, they may offer themselves for
re-election by shareholders at the meeting. In this case, Mandy Sigaloff and
Grant Baker retire by rotation and, being eligible, offer themselves for
re-election by shareholders at the annual meeting.

Mandy Sigaloff comes from a media background, publishing magazines in both UK
and Australia for Emap PLC before moving into digital media in the boom of
2000.  She launched OSOYOU for Bright Station Ventures, which become part of
the biggest online fashion network in Europe. She lives in Australia where
she was listed as Business Woman of the Year in 2012 by Australia's Dynamic
Business. Mandy runs an advertising agency, launches websites and consults in
e-commerce and digital marketing. She is a Member of Australian Institute of
Company Directors (MAICD).  In terms of the Listing Rules, the Board
considers that Mandy Sigaloff is an independent director.

Grant Baker was the Executive Chairman of 42 Below Limited before its sale to
Bacardi in 2006 and has experience within numerous New Zealand businesses.
He has previously held a number of senior business positions, including Chief
Executive and Executive Director of Blue Star Group Limited, Chairman and
founding Director of EFTPOS retailer Netco Limited, as well as serving as
Executive Chairman of Empower Limited. Grant is currently Chairman of Turners
Limited and Chairman of the New Zealand cancer charity GICI (Gastro
Intestinal Cancer Institute Limited).  Grant Baker is an executive director
and is therefore not an independent director.

Resolution 3 - appointment of auditors
PwC is automatically reappointed as auditor of the Company under section 207T
of the Companies Act 1993 (the Act). The proposed resolution seeks
shareholder confirmation of this and empowers the directors to set the
remuneration of the auditors.

Resolution 4 - directors' remuneration
For the purposes of Listing Rule 3.5, the maximum aggregate remuneration
payable to directors of the Company and its subsidiaries is proposed to be
increased from AUD$150,000 for the independent directors to NZD$385,000 per
annum for all directors in their capacity as directors, to be allocated
between the directors as they consider appropriate.

Just before the company's initial public offer in 2010, the then shareholders
set a cap on independent directors fees of AUD$150,000 at which time the
company had 3 independent directors and 4 executive directors. The executive
directors were paid under consultancy agreements with the company.

Following the recent acquisition of CS Company, and the increased scale and
profitability of the group, the directors wish to preserve additional
flexibility to attract further directors by seeking shareholder approval to
increase the director fee cap to NZD$385,000 for all directors.  Geoff Ross
(the Chairman), Grant Baker and Stephen Sinclair will now be paid out of the
new director fee cap.  The consultancy fee under the Business Bakery LP
consultancy agreement will be reduced by the equivalent increase in the
director fee cap being paid to Geoff Ross, Grant Baker and Stephen Sinclair.

Listing Rule 7.3.8 provides an option for directors' fees to be satisfied by
an issue of shares priced at the volume weighted average market price of the
Company's shares over the 20 business days before an issue is made.  To
provide flexibility, the resolution contemplates that fees may be satisfied
in whole or in part in this manner.

Voting Restrictions
In accordance with section 161 of the Act and Listing Rule 3.5.1, the maximum
aggregate remuneration payable to all directors must be approved by an
ordinary resolution of the shareholders of the Company.

In accordance with Listing Rule 9.3.1, no director or their Associated
Persons (as defined under the Listing Rules) can vote on such ordinary
resolutions, unless casting votes under an express proxy of a person who is
not disqualified from voting.

Resolution 5 - amendment of constitution
The Company's constitution was last amended in 2010.  Since 2010, the
Company's name has changed and a number of changes have been made to the
applicable New Zealand legislation, particularly the Act.  This special
resolution seeks shareholder approval to alterations to the Company's
constitution consistent with that legislation. It is proposed that:

o the Company's name be updated;

o the defined terms be updated so as to align these expressions with the
latest meanings; and

o alterations are made to the provisions governing meetings of shareholders,
to bring them into line with the updated provisions of the Act amended in
2012 (which, amongst other things, provides for increased use of audio, audio
and visual, or electronic communication methods at meetings).

If any of the proposed amendments is inconsistent with the Listing Rules, the
Listing Rules (as amended by any waiver or ruling granted to the Company)
will prevail.

The proposed amendments are set out in a marked-up copy of the constitution
that will be tabled at the meeting and is available for inspection at the
Company's registered office, Level 1, 116-118 Quay Street, Auckland 1010, New
Zealand, and company's website at
http://trilogyproducts.com/investors/governance.  The proposed amendments
have been approved by NZX Limited in accordance with rule 6.1 of the Listing
Rules.

The special resolution to alter the Company's constitution is required by
section 106(1)(a) of the Act.  Accordingly, the Company is required by clause
2 of schedule 1 of that Act to state in this notice that, because the
proposed alterations to its constitution do not impose or remove a
restriction on the activities of the Company, shareholders who vote against
the resolution will not, if the special resolution is passed, have the right,
under section 110 of that Act, to require the Company to purchase their
shares in accordance with section 111 of that Act.

STATUTORY NOTICE - FMCA EFFECTIVE DATE
Trilogy International Limited (NZBN:  9429032923797), of Level 1, 116-118
Quay Street, Auckland 1010, New Zealand, advises that it has elected to fully
transition to the Financial Markets Conduct Act 2013 (FMCA) with effect from
30 September 2015.  After that date, all of the requirements of FMCA will
apply to the Company.  The Company is already governed by the FMCA financial
reporting and fair dealing requirements, amongst other things.

Geoff Ross
Chairman
7 September 2015
End CA:00269793 For:TIL    Type:MEETING    Time:2015-09-08 11:50:07