Saturday, 30 March 2024

Announcement

MEETING: JWI: Notice of Meeting

25 Nov 2016 15:14NZX
Notice of meeting
Notice is given that the Annual Meeting of Shareholders of Just Water
International Limited (the "Company") will be held on Monday 5 December 2016
at 11:00 am, at 103 Hugo Johnston Drive, Penrose, Auckland.

Agenda:
1.Chairman''s Address:

2.Annual Report:
To record the presentation of the 2016 Annual Report.
a.Resolution 1: Annual Report
"That the Annual Report of the Company for the year ended 30 June 2016,
including the Auditors'' Report, be received."

3.Auditor:
To record the reappointment of PricewaterhouseCoopers as auditor and
authorize the Directors to fix the auditors remuneration for the ensuing
year.
Resolution 2: Auditor
"That the board of directors be authorised to fix the auditors'' remuneration
for the ensuing year."

4. Election of director (Ian Malcolm):
In December 2015, Ian Malcolm was elected as a Director. In accordance with
section 29.5 of the constitution of Just Water International Ltd, Mr. Malcolm
retires at the annual general meeting and, being eligible, offers himself for
election as a Director.
Resolution 3: Ian Malcolm
"That Ian Malcolm be elected as a director of the Company."
The biographical details of Mr. Malcolm are set out in the "Explanatory Notes
to Resolutions" section of this Notice of Annual Meeting.

5. General business:
To transact such other business as may properly be brought before the meeting
in accordance with the Company''s constitution.

Financial Markets Conduct Act Effective Date
Just Water International Limited (NZBN: 9429039526809), of Unit 1, 36 Sale
Street, Victoria Quarter Precinct, Auckland 1010, New Zealand, advises that
it has elected to fully transition to the Financial Markets Conduct Act 2013
(FMCA) with effect from 26 September 2016. On and from that date, all of the
requirements of the FMCA apply to Just Water, including the FMCA financial
reporting, fair dealing and other provisions that already governed Just Water
at that date.

Explanatory notes to resolutions:
Each of the resolutions to be considered at the Annual Meeting is an ordinary
resolution. An ordinary resolution means a resolution that is approved by a
simple majority of the votes of those shareholders entitled to vote and
voting on the resolution.

Resolution 1: Annual Report:
The Annual Report for 2016, having been made available or circulated by the
share registry, will be tabled for discussion and questions.

Resolution 2: Auditors'' remuneration:
PricewaterhouseCoopers are automatically reappointed as the Company''s Auditor
under section 207T of the Companies Act 1993. This resolution authorises the
board to fix the fees and expenses of the Auditor under section 207S of the
Companies Act 1993.

Resolution 3: Election of director (Ian Malcolm):
Ian Malcolm was elected a director in December 2015 and in accordance with
section 29.5 of the Company''s constitution retires at the Annual General
Meeting, and being eligible, offers himself for election at the Annual
General Meeting.
Ian Malcolm is considered not to be independent as he is an associate of a
substantial security holder, namely The Harvard Group Limited.

His biographical details are set out below:
Ian Malcolm is a Chartered Accountant specialising in business structuring
and tax minimisation, looking at both "the big picture" as well as the
details in any business situation, with the aim of optimising the current and
future position for the stakeholders.

Ian continues to operate in public practice (over 25 years'' experience),
mainly with MHK Chartered Accountants Limited, a long-established
well-respected chartered accounting firm in Auckland.  Ian has been actively
involved with the establishment and growth of a number of businesses, many in
the ICT world, currently on the board of a number of successful private
companies.  In addition, Ian has significant amount of institutional
knowledge having been on the board of JWI when this floated on the NZAX stock
exchange in 2004, retired in 2013, and elected back to the board in December
2015; and also has practical experience having started & run his own
commercial business in the ICT sector, and continues with a high involvement
in ICT; ex Chairperson of the New Zealand Institute of Chartered Accountants''
Auckland Computer Group.
Ian is a Fellow of the New Zealand Trustees Association, his community
involvements include past Trustee of the Stardome Observatory; past Treasurer
of a school Board of Trustees, honorary auditor of sports clubs, church
parish committee involvements and a Justice of the Peace.

Instructions regarding proxies:
1. All shareholders are entitled to attend and, subject to the restrictions
described in the section entitled "Voting Restrictions" set out in the
explanatory notes to the Notice of Meeting, to vote at the meeting.
2. A shareholder entitled to attend and vote at the meeting is entitled to
appoint a proxy to attend and vote instead of the shareholder.
3. A proxy need not be a shareholder of the Company.
4. The chairman of the meeting is willing to act as proxy for any shareholder
who may wish to appoint him for that purpose.
5. If the proxy form is returned without a direction as to how the proxy
should act on a resolution, the proxy will exercise his or her discretion as
to whether to vote and, if so, how. However, a proxy will be prohibited from
exercising discretionary proxies given to him or her in respect of a
resolution in which that proxy is disqualified from voting (refer to the
section entitled "Voting Restrictions" for disqualified persons). In such
instances, the proxy is only able to exercise proxies where the shareholder
has provided him or her with an express instruction as to how to exercise
that shareholder''s vote. Express instructions exclude instructions that give
the proxy discretion to exercise that shareholder''s vote as the proxy sees
fit.
6. Joint holders must all sign the proxy form.
7. If the proxy is signed under a power of attorney, this must be produced
for noting by the Company, if not already noted. A certificate of
non-revocation of the power of attorney must be attached.
8. A company that is a shareholder may appoint a person to attend the meeting
and vote on its behalf, in the same manner as that in which it could appoint
a proxy. A proxy granted by a company or other body corporate must be signed
by a duly authorised officer or attorney who has express or implied authority
to do so.
9. Completed proxies must be received by the Company''s Share Registrar no
later than 11:00am on Saturday 3 December 2016 (48 hours before the start of
the meeting) at the following address:
The Share Registrar
Just Water International Limited
C/- Link Market Services
PO Box 91976
Auckland 1142
New Zealand

By order of the Board

Tony Falkenstein
Chairman
End CA:00293338 For:JWI    Type:MEETING    Time:2016-11-25 15:14:28
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Just Water International
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