VIL 0.00% 6.4¢ veritas investments limited

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

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    • Release Date: 29/10/15 14:39
    • Summary: MEETING: VIL: Notice of Annual Meeting of Shareholders
    • Price Sensitive: No
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    					VIL
    29/10/2015 14:39
    MEETING
    PRICE SENSITIVE
    REL: 1439 HRS Veritas Investments Limited
    
    MEETING: VIL: Notice of Annual Meeting of Shareholders
    
    VERITAS INVESTMENTS LIMITED
    
    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
    
    29 October 2015
    
    Notice is hereby given that the Annual Meeting of the Shareholders of Veritas
    Investments Limited for the year ended 30 June 2015 will be held at Regatta
    Room D, Pullman Auckland,
    Corner Princes Street and Waterloo Quadrant, Auckland 1010, on Thursday, 19
    November 2015 commencing at 10:00am.
    
    Important Dates:
    - Meeting time: 10:00am, Thursday, 19 November 2015
    - Venue: Regatta Room D, Pullman Auckland, Corner Princes Street and Waterloo
    Quadrant, Auckland 1010
    - Last date for receipt of Proxy Forms: 10:00am, Tuesday, 17 November 2015
    (being 48 hours before the commencement of the Annual Meeting of
    Shareholders)
    
    AGENDA
    A. Chairman's address
    B. Shareholder questions (See Explanatory Note 1)
    Consideration of any Shareholder questions submitted prior to the Annual
    Meeting of Shareholders (to the extent these questions have not already been
    addressed in the Chairman's address) and any Shareholder questions raised at
    the meeting.
    
    C. Resolutions
    To consider, and if thought fit, pass the following ordinary resolutions:
    Resolution 1: Re-election of Michael Morton as a Director (See Explanatory
    Note 2)
    That Michael Morton, who is eligible for election, be re-elected as Director.
    
    Resolution 2: Election of John Moore as a Director (See Explanatory Note 2)
    That John Moore, who is eligible for election, be elected as Director.
    Resolution 3: Authority for the Board to fix the auditor's fees (See
    Explanatory Note 3)
    That the Board be authorised to fix the fees and expenses of PwC as auditor.
    Resolution 4: Approval of the Proposed Buyback (See Explanatory Note 4)
    That Shareholders approve the precise terms and conditions of the proposed
    acquisition by the Company of 1,000,000 ordinary shares in the Company held
    by Dirty Tree Pubs 1 Limited, Dirty Tree Pubs 2 Limited and Dirty Tree Pubs 3
    Limited, including for the purposes of Rule 7.6.5 of the NZX Main Board
    Listing Rules and clause 4 of the Takeovers Code (Class Exemptions) Notice
    (No. 2) 2001, as further described in the Explanatory Notes accompanying the
    Notice of Annual Meeting of Shareholders dated 29 October 2015 (the "Proposed
    Buyback").
    
    Directors' recommendation to approve the Resolutions
    The Board fully supports the Proposed Buyback and unanimously recommends that
    Shareholders vote in favour of Resolution 4. Each Director has indicated that
    they will be voting the Shares they hold or control in favour of the
    Resolutions (to the extent permitted).
    
    Voting
    Voting entitlements for the Annual Meeting of Shareholders will be determined
    as at 10:00am on Tuesday, 17 November 2015. Registered shareholders at that
    time will be the only persons entitled to vote at the Annual Meeting of
    Shareholders and only the shares registered in those Shareholders' names at
    that time may be voted at the Annual Meeting of Shareholders.
    
    If you are entitled to vote and wish to do so in person, you should attend
    the Annual Meeting of Shareholders and bring your Proxy Form with you to the
    meeting. A corporation may appoint a person to attend the meeting as its
    representative in the same manner as a proxy is appointed.
    
    Proxies
    A Proxy Form accompanies this Notice of Annual Shareholders' Meeting. Any
    Shareholder who is entitled to attend and vote at the Annual Meeting of
    Shareholders is entitled to appoint a proxy to attend the Annual Meeting of
    Shareholders and vote on his or her behalf. A proxy need not be a Shareholder
    of Veritas.
    
    A Shareholder wishing to appoint a proxy can do so online in accordance with
    the instructions set out in the Proxy Form, or complete the accompanying
    Proxy Form and return it to Link Market Services. To be a valid appointment
    of a proxy, a completed Proxy Form must be submitted to Link Market Services
    by no later than 10:00am on Tuesday, 17 November 2015 (being 48 hours before
    the time of the holding of the Annual Meeting of Shareholders). Please see
    the Proxy Form for ways that you can return your completed Proxy Form to Link
    Market Services.
    If you appoint a proxy, you may either direct your proxy how to vote for you
    or you may give your proxy discretion to vote as he or she sees fit. If you
    wish to give your proxy discretion, then you must mark the appropriate boxes
    to grant your proxy that discretion. If you do not tick any box for a
    particular resolution, or the form is otherwise unclear, then your
    instruction will be to abstain. If you mark more than one box on an item your
    vote will be invalid on that item. The Chair of the
    Annual Meeting of Shareholders and any Director appointed as a proxy intends
    to vote in favour of any discretionary proxies granted to him or her on
    Resolutions 1 to 3, and to abstain any
    discretionary proxies on Resolution 4.
    
    Resolution requirements
    In order for each Resolution to be passed, it must be approved by a simple
    majority of the votes of Shareholders who are entitled to vote and vote on
    the Resolution, in person or by proxy.
    
    Voting restrictions
    In accordance with clause 2 of Schedule 1 to the Takeovers Code (Class
    Exemptions) Notice (No 2) 2001:
    - Michael Morton and WBM Trustees Limited as trustees of the Michael Morton
    Family Trust
    ("Michael Morton Family Trust");
    - Dirty Tree Pubs 1 Limited (formerly Danny Doolans Limited), Dirty Tree Pubs
    2 Limited
    (formerly O'Hagans Limited) and Dirty Tree Pubs 3 Limited (formerly The
    Better Bar Company Limited) (together, the "BBC Vendors"); and
    
    - their associates (as defined in the Takeovers Code),
    are not permitted to vote on Resolution 4.
    If the Michael Morton Family Trust, the BBC Vendors or any of their
    associates is appointed as a proxy, that person will only be able to vote on
    Resolution 4 in accordance with the express
    instructions of the Shareholder who appointed him or her, as indicated on
    that Shareholder's Proxy Form. If no direction is given on Resolution 4, then
    the proxy holder will, and is deemed to be directed to, abstain from voting.
    
    Presentation materials
    Copies of presentation materials from the Annual Meeting of Shareholders will
    be available online shortly after the Annual Meeting of Shareholders
    concludes.
    
    On behalf of the Board
    
    Tim Cook
    Chairman
    29 October 2015
    End CA:00272532 For:VIL    Type:MEETING    Time:2015-10-29 14:39:44
    				
 
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