WINDFLOW TECHNOLOGY LIMITED
NOTICE OF ANNUAL MEETING
TIME AND DATE: 7:30 pm, Wednesday 31st October 2012
VENUE: Chateau on the Park, 189 Deans Ave, Riccarton, Christchurch
B. APOLOGIES AND PROXIES
C. MINUTES OF THE LAST ANNUAL MEETING, HELD 30th NOVEMBER 2011
D. ANNUAL REPORT
To consider and adopt:
o the financial statements and the auditor''s report
o the directors'' report
for the year ended 30th June 2012 as contained in the Company''s Annual
E. ORDINARY RESOLUTIONS
To consider and if thought fit to pass, with or without amendment, the
following ordinary resolutions. An ordinary resolution is a resolution passed
by a simple majority of votes of shareholders who are entitled to vote on the
resolution and who exercise their right to vote.
1. Adoption of the Financial Accounts
That the Financial Statements for the year ended 30th June 2012 and the
Reports of the Directors and Auditors be adopted.
2. Remuneration of Auditors
That the directors be authorised to fix the fees and expenses of Goldsmith
Fox PKF Audit as the Company''s auditors.
3. Election of Directors
Please refer to page 3 of the Annual Report for a brief biography of Michael
Chick and page 56 of the Annual Report for a brief biography of each of the
As required by the Constitution two directors, Simon Young and Keith
McConnell are retiring by rotation.
Michael Chick, having been appointed as a Director by the Board during the
period, is required to retire at the Annual Meeting. Michael Chick offers
himself for re-election.
Angus Napier has been nominated by the Directors for the position of
Director. A brief biography of Angus Napier is included on the following
Accordingly, it is proposed that:
(i) Michael Chick be re-elected as a director of Windflow Technology.
(ii) Angus Napier be elected as a director of Windflow Technology.
F. GENERAL BUSINESS
Please note: All shareholders have a right to attend the meeting and vote,
or shareholders may appoint a proxy to attend the meeting and vote on his,
her or their behalf. A proxy does not need to be a shareholder of the
Company. In the case of a company or body corporate shareholder, that
shareholder has the right to appoint a representative to attend the meeting.
To appoint a proxy please complete, sign and return the enclosed proxy form
to Link Market Services Limited, PO Box 91976, Victoria Street West, Auckland
1142, New Zealand or Fax to 09 375 5990 in either case so that the Company
receives the proxy form by 7:30 pm on Monday 29th October 2012.
ANGUS ROBERT KENNEDY NAPIER
A long-term Wellington resident and New Zealand citizen, Angus was born in
1963 in England of Scottish parents. He qualified as a Chartered Accountant
and was for many years a member of the Institute of Chartered Accountants in
England and Wales and in New Zealand. Since 2000 his focus has been as an
Independent Management Consultant undertaking business planning, investment
appraisals, financial analysis, business process improvement, project
management, policy development, due diligence, programme evaluation, and
auditing. He is a Registered Practitioner of ''PRINCE2'' project management.
Prior to April 2000 Angus held a variety of full-time employment positions,
most latterly as Senior Advisor, State-Owned Enterprises, to the Crown
Company Monitoring Advisory Unit within the Treasury. Earlier positions were
Internal Audit Manager, Standard Chartered Bank, Hong Kong; and financial
management consultancy and external audit roles with KPMG Peat Marwick, in
New Zealand, Hong Kong and England.
Angus has also held a number of volunteer roles, including trustee of the
Wellington City Rudolf Steiner Kindergarten Trust, a qualified athletics
official for Athletics Wellington and Athletics New Zealand, a member of the
Ngaio Gorge restoration group and a Project Manager for the Royal Forest and
Bird Protection Society.
Angus is a long-term Windflow shareholder with strong UK links who is
expected to bring considerable accounting and management experience and
expertise to the Windflow board.
End CA:00228512 For:WTL Type:MEETING Time:2012-10-16 16:06:44