Mercer Group Limited (the "Company") gives notice that the Annual Meeting of
Shareholders of the Company will be held on 29 November 2012 commencing at
3:00pm (New Zealand time) at the Treasury Room, George Hotel, 50 Park
Terrace, Christchurch Central.
Please find attached the Notice of Meeting and Proxy Form.
Should you have any questions, please contact
Tobin Blathwayt
CFO
(09) 835 0224
NOTICE OF ANNUAL MEETING
MERCER GROUP LIMITED
Notice is given that the Annual Meeting of Shareholders of Mercer Group
Limited (the"Company") convened by the Board, will be held on 29 November
2012 commencing at 3:00pm (New Zealand time) at the Treasury Room, George
Hotel, 50 Park Terrace, Christchurch Central.
BUSINESS
1.Chairman''s Address
2.Chief Executive''s Address
3.Resolutions
To consider and, if thought fit, to pass the following as ordinary
resolutions:
Auditor''s Remuneration
Resolution 1: "That the Board of Directors be authorised to fix the auditor''s
fees and expenses for the coming year."
For further details see explanatory note 1.
Re-election of Directors
Resolution 2: "That Humphry Rolleston be re-elected as a Director of the
Company"
Resolution 3: "That Rodger Shepherd be re-elected as a Director of the
Company"
Resolution 4: "That Paul Smart be re-elected as a Director of the Company"
A biography of each Director offering themselves for re-election is set out
in explanatory note 2.
4.General Business
Proxies
A Proxy Form is included with this Notice of Annual Meeting. Any shareholder
of the Company, who is entitled to attend and vote at the Annual Meeting, is
entitled to appoint a proxy to attend the Annual Meeting and vote on his or
her behalf. A proxy does not need to be a shareholder of the Company.
To be valid, a completed Proxy Form must be produced to the Company by
delivering, posting, faxing or emailing it to Link Market Services Limited
(see Proxy Form for the address). Proxy Forms must be received no later than
3:00pm on Tuesday 27 November 2012.
Resolution requirements
An ordinary resolution is a resolution passed by a simple majority of votes
of shareholders who are entitled to vote and voting on the resolution.
Please refer to the explanatory notes that accompany this Notice of Meeting.
By order of the Board of Directors
Garry Diack
Chairman
13 November 2012
EXPLANATORY NOTES
1.AUDITOR''S FEES
PricewaterhouseCoopers are automatically reappointed as auditors under
section 200 of the Companies Act 1993. Resolution 1 authorises the Board to
fix the fees and expenses of the auditors for the current year.
RE-ELECTION OF DIRECTORS
Pursuant to clause 13.8 of the Company''s constitution and NZSX Listing Rule
3.3.11, one third of the Directors must retire by rotation at each annual
meeting. Stuart Heal and Humphry Rolleston retire in accordance with clause
13.8 of the Company''s constitution and Humphry Rolleston offers himself for
re-election. Stuart Heal will not be standing for re-election.
Rodger Shepherd and Paul Smart were each appointed as a Director of the
Company by the Board under clause 13.2 of the Company''s constitution. In
accordance with clause 13.5 of the Company''s constitution, each of Mr
Shepherd and Mr Smart offers himself for re-election.
Humphry Rolleston
Mr Rolleston is a non-executive director who has been a member of the Board
since 6 August 1986. Mr Rolleston has extensive director experiences across
a range of industries in both public (Property for Industries Limited,
Infratil Limited, and Sky Network television Limited) and private companies.
Mr Rolleston is a Fellow of the Institute of Directors In New Zealand and the
Institute of Management in New Zealand. Mr Rolleston is a member of the
Company''s remuneration committee.
The Board has determined Mr Rolleston is not an Independent Director.
Rodger Shepherd
Mr Shepherd has been CEO of the Company since August 2011 and is an executive
director. Mr Shepherd is an experienced CEO in the New Zealand market having
previously held the roles of CEO of PMP Limited and Deputy CEO of the Fairfax
Group in New Zealand.
Mr Shepherd was appointed by the Board effective 25 May 2012.
The Board has determined Mr Shepherd is not an Independent Director.
Paul Smart
Mr Smart is a Chartered Accountant and long standing member of the Institute
of Directors with extensive financial and director experience, and he has
taken over the role as chair of the Company''s audit committee. Mr Smart is
currently chairman of NZPM Group and D''Arcy Polychrome, a director and chair
of the audit committee of Postie Plus Group, a director of Pacific Channel
and has other private directorships and shareholdings.
Mr Smart was appointed by the Board effective 31 July 2012.
The Board has determined Mr Smart is an Independent Director.
PROXY FORM / ADMISSION CARD
If you propose to attend the Annual Meeting, please bring this Admission Card
/ Proxy Form intact to the meeting.
PROXY FORM - for use if you are unable to attend the meeting
If you do not propose to attend the Annual Meeting but wish to be represented
by proxy, complete and sign this Proxy Form and Voting Instructions section
(keep intact) by ticking one box for each resolution. Proxies need to be
lodged as per the instructions in the Notes to this Proxy Form.
I/We the above named being a shareholder of Mercer Group Limited, hereby
appoint:
____________________________________________________ as my/our proxy for the
Annual Meeting of the Company to be held on Thursday, 29 November 2012 at
3:00pm at the Treasury Room, George Hotel, 50 Park Terrace, Christchurch
Central and at any adjournment thereof.
I/We direct my/our proxy to vote in the following manner: (Tick the box that
applies)
For Against Abstain Discretion
1That the Board of Directors be authorised to fix the
Auditors'' fees and expenses for the coming year
2That Humphry John Davy Rolleston be re-elected as a
Director of the Company
3That Rodger David Shepherd be re-elected as a
Director of the Company
4That Paul Richard Smart be re-elected as a
Director of the Company
Signed :________________________________________________
Dated:__________________________2012
Notes:
This Proxy Form must be completed and returned to Link Market Services
Limited (address details set out below) no later than 3:00pm on 27 November
2012 for your proxy to be effective.
A shareholder entitled to attend and vote at the Annual Meeting is entitled
to appoint a proxy or, in the case of a corporate shareholder, a
representative to attend and vote instead of him/her and that proxy or
representative need not also be a shareholder.
The Chairman of the Meeting is willing to act as proxy if shareholders wish
to appoint him. The Chairman will vote according to your instructions. The
Chairman and the Directors intend to vote all discretionary proxies in favour
of the relevant resolution.
If the Proxy Form is signed under a power of attorney, a copy of the power of
attorney and a signed certificate of non-revocation of the power of attorney
must be produced with this Proxy Form.
If you return this Proxy Form without directing the proxy how to vote on any
particular matter, then your instruction will be to abstain. If you return
this Proxy Form without appointing a proxy, your Proxy Form will be invalid.
Companies appointing a proxy must do so either under the signature of two
directors, or produce an authority for noting by the Company.
If you have any questions regarding your voting please call the Link Market
Services investor helpline on +64 9 375 5998 between 8.30am and 5.00pm or
email operations@linkmarketservices.co.nz
Please return your completed Proxy Form to Link Market Services Limited, in
one of the following ways:
Mail: PO Box 91976, Victoria Street West, Auckland 1142, New Zealand
If mailing this Proxy Form from within New Zealand, please use the reply-paid
envelope provided.
Deliver: Level 16, Brookfields House, 19 Victoria Street West, Auckland.
Fax: +64 9 375 5990
Scan and Email: meetings@linkmarketservices.co.nz Please put the words
"Mercer Proxy Form" in the subject line for easy identification.
End CA:00229716 For:MGL Type:MEETING Time:2012-11-14 12:19:42