Notice of 2016 Annual General Meeting
NOTICE IS HEREBY GIVEN THAT an Annual General Meeting of shareholders of Pyne
Gould Corporation Limited (the "Company") will be held at Level 3,
Mountaineer Building, 32 Rees Street, Queenstown, on Monday 21 November 2016
at 4:00pm NZT for the purpose of considering and, if thought fit, passing the
following resolutions:
ORDINARY BUSINESS
To consider and if thought fit, pass resolutions 1-5 as ordinary resolutions:
1. THAT the Financial Statements and Directors'' Report for the year
ended 30 June 2016 be received and adopted.
2. THAT Grant Thornton be appointed as auditors of the Company.
3. THAT the directors are hereby authorised to fix the remuneration of
the Company''s auditors for their next period of office.
4. THAT Noel Kirkwood be re-elected as a Director of the Company
5. THAT Michelle Smith be re-elected as a Director of the Company.
By order of the board
For and on behalf of
Praxis Fund Services Limited
Company Secretary
EXPLANATORY NOTES
Ordinary Business Resolution 1. THAT the Financial Statements and Directors''
Report for the year ended 30 June 2016 be received and adopted.
Annual Report and Consolidated Financial Statements
To view the Annual Report and Consolidated Financial Statements for the year
ended 30 June 2016 please visit the Shareholder Centre on the Company''s
website: http://www.pgc.co.nz/.
Shareholders may also request a printed copy of the accounts free of charge
by contacting Computershare Investor Services Limited, Private Bag 92119,
Auckland 1142, New Zealand. You may also speak with a Computershare customer
services representative by calling +64 9 488 8777. Further contact options
for Computershare may be found at
http://www.computershare.com/nz/Pages/contactus.aspx
Ordinary Business Resolution 2. THAT Grant Thornton be appointed as auditors
of the Company.
This resolution gives effect to the re-appointment of Grant Thornton as
auditors of the Company.
Ordinary Business Resolution 3. THAT the directors are hereby authorised to
fix the remuneration of the Company''s auditors for their next period of
office.
No explanatory notes.
Ordinary Business Resolution 4. THAT Noel Kirkwood be re-elected as a
Director of the Company.
Election of Directors
In accordance with the Company''s Articles of Incorporation:
- Noel Kirkwood retires by rotation and, being eligible, offers himself
for re-election.
Noel Kirkwood
In 2010 Noel joined Real Estate Credit Limited, a PGC subsidiary, where his
skills were employed to unlock value from the assets held in the former MARAC
bad bank. Noel holds a B. Agr. Com (Economics) from Lincoln University. A New
Zealand resident with 30 years experience in banking and finance, he has held
senior credit and lending roles covering rural, business and property
transactions and has extensive experience in the work out of distressed
property assets.
The Board does not consider Noel to qualify as an independent director of the
Company.
Ordinary Business Resolution 5. THAT Michelle Smith be re-elected as a
Director of the Company.
In accordance with the Company''s Articles of Incorporation:
- Michelle Smith retires by rotation and, being eligible, offers
herself for re-election.
Michelle Smith
Michelle Smith is a Chartered Accountant with over 25 years experience within
Investment Banking and Asset Management in Europe.
Recently she helped set up and is the COO of Affirmative Investment
Management Partners Limited, an Environmental and Socially responsible Green
(ESG) fixed income Fund Management Company based in London.
She trained as a chartered accountant with Ernst & Young, London and worked
with Goldman Sachs in London for over 12 years. She has expertise in
operational risk, compliance and regulatory risk, processes and controls
across complex product lines in a highly control conscious and regulated
environment.
Michelle has served on several boards since 2007, NED positions from Fund
Management and Insurance, to Retail Banking and Mining and Biofuels.
Michelle is an Independent Director of PGC, based in the United Kingdom.
Annual Meeting and Voting
1. Any Shareholder entitled to attend, speak and vote at the meeting is
entitled to appoint one or more proxies to attend, speak and, on a poll, vote
instead of him. A proxy need not be a Shareholder of the Company. A
Shareholder may appoint more than one proxy in relation to the meeting
provided that each proxy is appointed to exercise the rights attached to a
different Share or Shares held by the Shareholder. A Shareholder entitled to
more than one vote need not, if he votes, use all his votes or cast all the
votes he uses in the same way. A proxy may be an individual or a body
corporate who need not be a Shareholder of the Company.
2. The Form of Proxy, together with, if appropriate, any power of
attorney or other authority or a notarially certified copy of any power of
attorney or other authority (if any) under which it is signed, must be
deposited at the Company''s registrars, Computershare Investor Services
Limited, Private Bag 92119, Auckland 1142, New Zealand, not later than 48
hours before the time appointed for holding the meeting.
3. To appoint more than one proxy to vote in relation to different
Shares within your holding you may photocopy the form. Please indicate the
proxy holder''s name and the number of Shares in relation to which they are
authorised to act as your proxy (which in aggregate should not exceed the
number of Shares held by you). Please also indicate if the proxy instruction
is one of multiple instructions being given. All Forms of Proxy must be
signed and should be returned together in the same envelope.
4. Return of a completed Form of Proxy will not preclude a Shareholder
from attending and voting personally at the meeting.
5. Any corporation which is a Shareholder of the Company may, by
resolution of its directors or other governing body, authorise such person as
it thinks fit to act as its representative at any meeting of any class of
Shareholders of the Company and the person so authorised shall be entitled to
exercise the same power on behalf of the corporation which he represents as
that corporation could exercise if it were an individual Shareholder of the
Company.
6. To change your proxy instructions, simply submit a new proxy
appointment using the method set out above. If you submit more than one
valid proxy appointment, the appointment received last before the latest time
for the receipt of proxies will take precedence. Please note that the
cut-off time for receipt of proxy appointments (which is 4:00pm, 19 November
2016) also applies in relation to amended instructions; any amended proxy
appointment received after the relevant cut-off time will be disregarded.
7. Pursuant to the Articles, the Company specifies that only
Shareholders entered on the register of Shareholders of the Company will be
entitled to receive notice of the meeting. In addition, only Shareholders
registered in the register of Shareholders of the Company 48 hours before the
time fixed for the meeting or adjourned meeting shall be entitled to attend,
speak and vote at the meeting or adjourned meeting in respect of the number
of Shares registered in their name at that time. Changes to entries on the
register after such time shall be disregarded in determining the rights of
any person to attend or vote at the meeting.
8. The notice sets out the Resolutions to be proposed at the meeting.
In accordance with Article 18.1, the meeting will be chaired by the Chairman
of the Directors or in the absence of the Chairman any one of the Directors.
9. The quorum for a meeting of Shareholders is two or more Shareholders
(provided that they are entitled to vote on the business to be transacted at
the meeting) present in person or by proxy.
10. If, within half an hour from the appointed time for the meeting, a
quorum is not present, then the meeting will be adjourned to 22 November 2016
at 4:00pm at the same address. If, at that meeting, a quorum is not present
within five minutes from the time appointed for the holding of the meeting,
those Shareholders present in person or by proxy will form a quorum whatever
their number and the number of Shares held by them.
11. The majority required for the passing of the ordinary resolutions is
more than fifty per cent (50%) of the total number of votes cast in favour of
each Resolution. The majority required for the passing of the special
resolutions is more than seventy five per cent (75%) of the total number of
votes cast in favour of the Resolution.
12. If the Resolutions are duly passed at the meeting (or any adjourned
meeting thereof), and other necessary formalities are completed, this will
result in all of the proposed Resolutions becoming binding on each
Shareholder in the Company whether or not they voted in favour of the
resolutions, or voted at all.
13. To allow effective constitution of the meeting, if it is apparent to
the Chairman that no Shareholders will be present in person or by proxy,
other than by proxy in the Chairman''s favour, then the Chairman may appoint a
substitute to act as proxy in his stead for any Shareholder, provided that
such substitute proxy shall vote on the same basis as the Chairman.
End CA:00292241 For:PGC Type:MEETING Time:2016-11-08 08:30:38