Notice of Annual Meeting of Shareholders 2012 - Alliance Group

alliance.co.nz

Notice of Annual Meeting of Shareholders 2012 - Alliance Group

Notice of

Annual Meeting of

Shareholders 2012


Notice of Annual Meeting of Shareholders

The annual meeting of shareholders of Alliance Group Limited (the Company) will be held in Invercargill

at 10:30am on Friday, 14 December 2012, at Ascot Park Hotel, Racecourse Road, Invercargill.

Business

1. To receive the financial statements and the reports of the directors and auditors for the year ended

30 September 2012.

2. To record the appointment of two directors.

3. To record the reappointment of KPMG as auditors and to authorise the directors to set the fees

and expenses of the auditors.

4. To consider and, if thought fit, pass the following resolution as a special resolution:

“That the Constitution of the Company be amended as set out in the Annexure to the Explanatory

Notes accompanying the Notice of Meeting”.

Proxies

Any member, entitled to attend and vote, may appoint another person as proxy to attend and vote at

the meeting using the form sent with this notice. A person who is appointed as proxy need not be a

member of the Company. The signature to a form of proxy must be witnessed. The duly signed form of

proxy, to be valid, must be deposited at the registered office of the Company at Level 2, 51 Don Street,

Invercargill, not later than forty-eight (48) hours before the meeting. If a proxy is executed by an agent

or attorney the authority to execute the same must be produced at the time of deposit of the proxy.

Shareholding Companies

Voting rights for shares held in the name of a registered company can only be exercised if the

shareholding company appoints a representative to attend the meeting on its behalf. The appointment

of a representative should be made in the same manner and on the same form as that in which it could

appoint a proxy using the form sent with this notice. The duly signed notice of appointment, to be valid,

must be deposited at the registered office of the Company at Level 2, 51 Don Street, Invercargill, not

later than forty-eight (48) hours before the meeting.

By Order of the Board

M J Horn

Secretary

Invercargill

28 November 2012


Explanatory Notes

Changes to Constitution (item 4)

The proposed changes to the Company’s Constitution are set out

in the Annexure to these Explanatory Notes.

The Company’s Constitution has not been amended since

December 2003. Accordingly, the Company has undertaken a

review of the Constitution to consider whether it is appropriate

or desirable to make any amendments to the Constitution.

A copy of the Company’s Constitution marked up to show the

proposed changes may be viewed on the Company’s website

(www.alliance.co.nz).

In relation to the numbered changes set out in the Annexure:

Clause 2: Interpretation

• A definition of “personal representative” has been added to

this clause to provide for changes to clause 11.

Clause 11: Transmission of Shares

• Clause 11 has been amended to clarify the rights of personal

representatives to be registered as holders of shares and to

exercise the rights attached to shares held by shareholders

they are representing.

Clause 17: Directors

• Clause 17.8 has been amended to make it clear that

independent directors appointed by the board do not have

to be actively involved in livestock farming.

• Clause 17.9 has been amended to provide that an elected

director or person nominated for election as a director must

be actively involved in livestock farming, have a beneficial

ownership of not less than 5,000 shares in the company,

be a transacting shareholder or have a beneficial interest

in a transacting shareholder and not be an employee of

the company (other than the Managing Director). These

amendments also recognise different beneficial share

ownership structures.

• Clause 17.10 has been amended to provide that the

board will solely determine whether a person satisfies the

requirements of clause 17.9 and may call upon a director or

person nominated as a director to provide evidence of any

matter the board deems relevant or necessary.

• Clause 17.20 has been amended to increase the minimum

period for which nominations for the directorate are open

from seven days to ten working days. The amendments also

remove the need for the nomination form to be signed by

two proposers. The effect is that any shareholder of the

company can put themselves forward as a candidate for the

board subject to meeting the minimum requirements of

clause 17.9.

• There is a minor amendment in clause 17.21 to make it

clear that a ballot paper will be disregarded if more than the

required number of names are marked with a tick.

• Clauses 17.22 and 17.23 have been amended and expanded

to clarify the payment of directors’ fees. It clarifies an

anomaly in the existing constitution that restricted payment

of directors’ fees to the amount paid the previous year even

though a larger amount may have been previously approved

by the shareholders. Directors’ remuneration may be

distributed among directors as the board determines.

• A new clause 17.24 has been added requiring notice of

the amount of an increase in directors’ fees for approval

by shareholders to be given in the notice of meeting. This

requirement reflects current practise.

• A new clause 17.25 makes it clear that the provisions relating

to directors’ remuneration do not affect the remuneration of

any Managing Director in his or her capacity as an executive

of the company.

• A new clause 17.26 provides that directors are entitled to

be paid for reasonable travel, accommodation and other

expenses incurred by directors in connection with their

duties. This clause reflects current practise.

Clause 21: Notices

• Clause 21.2 has been amended as a consequence of the

new definition of “personal representative”.

First Schedule

• Changes to this schedule provide for meetings to be

held by audio, audio and visual or electronic means and

the consequential effect for quorums and voting at such

meetings. It also provides for the appointment of proxies

and voting by electronic means and for notices of meetings

to be sent by electronic means.

• The requirement for signatures on proxy forms to be

witnessed has been removed.

Second Schedule

• Clause 2 of the Second Schedule has been amended to

provide that, unless otherwise fixed by the directors, the

quorum necessary for the transaction of business of the

directors shall be five. This quorum reflects current practise.

Minor Consequential Amendments

• As a result of the amendments summarised above, a number

of other minor consequential amendments have been made

including amendments to clause numbering.


Annexure – Amendments to the Constitution

That the Company’s constitution be amended by:

1. Inserting in clause 2.1 after the definition of “Member” or “Shareholder”

the following new definition:

““Personal Representative” means:

(a) in relation to a deceased individual Shareholder, the executor,

administrator or trustee of the estate of that Shareholder;

(b) in relation to a bankrupt individual Shareholder, the assignee in

bankruptcy of that Shareholder; and

(c) in relation to any other individual Shareholder, a person appointed

or deemed to have been appointed to administer property under

the Protection of Personal and Property Rights Act 1988, a manager

appointed or deemed to have been appointed thereunder, and a

donee of an enduring power of attorney complying with that Act.”;

2. Replacing “Resolution” with “resolution” in clause 10.2;

3. Amending clause 11.1 by:

(a) replacing the two references to “legal personal representative”

with “Personal Representative”;

(b) inserting the words “to or interest” in the first sentence after

“having any title” and before “in the share”; and

(c) inserting the following new sentence at the end of the clause:

“Nothing in this clause 11.1 shall release the estate of a deceased

joint Shareholder from any liability in respect of any share or

constitute a release of any lien which the Company may have in

respect of any share.”;

4. Deleting clause 11.2;

5. Renumbering the existing clause 11.3 as clause 11.2;

6. Amending the renumbered clause 11.2 by:

(a) deleting “or Assignee” in the heading; and

(b) replacing the body of text with the following:

“A Shareholder’s Personal Representative is entitled to (upon

production of such evidence as may from time to time be required

by the Board to confirm the Personal Representative’s appointment

as such):

(a) exercise all rights (including, without limitation, the rights

to receive distributions, to attend meetings and to vote in

person or by representative), and is subject to all limitations,

attached to the shares held by that Shareholder; and

(b) be registered as holder of those shares, but such registration

shall not operate as a release of any rights (including any lien)

to which the Company was entitled prior to registration of

the Personal Representative pursuant to this clause 11.2(b).”;

7. Inserting the following new clause 11.3:

“11.3 Joint Personal Representatives

Where a share is subject to the control of two or more persons

as Personal Representatives, they shall, for the purposes of this

Constitution, be deemed to be joint holders of the share.”

8. Amending clause 15.2 by replacing the words “the person entitled

thereto by reason of death or bankruptcy of the registered holder” with

“their Personal Representative”.

9. Amending clause 16.2(a) by replacing “clause 7” with “clause 8”.

10. Inserting “or be actively involved in livestock farming” to the end of

clause 17.8(b);

11. Amending clause 17.9 by:

(a) inserting “and clause 17.10,” in the first sentence following “Subject

to clause 17.8(b)” and before “a Director or person nominated”;

(b) inserting “must:” following “a Director or person nominated”;

(c) inserting the following clause (a) following the amendment in (b)

above:

“(a) be actively involved in livestock farming;”;

(d) inserting the following clause (b) which replaces the remaining

words “shall hold ordinary nominal value shares in the Company

of a nominal amount of not less than $1,000 and be a Transacting

Shareholder, or former Transacting Shareholder.”:

“(b) directly or indirectly (through an entity or other ownership

structure) have a beneficial ownership interest in ordinary

nominal value shares in the Company of a nominal amount

of not less than $5,000;”;

(e) inserting the following clause (c):

“(c) be a Transacting Shareholder, or the entity or other

ownership structure through which he or she holds his or

her beneficial ownership interest in the Company must be

a Transacting Shareholder; and”; and

(f) inserting the following clause (d):

“(d) not be an employee of the Company or any subsidiary of

the Company (other than the Managing Director).”;

12. Replacing clause 17.10 with the following:

“17.10 Whether a Director or person nominated as a Director satisfies

the requirements of clause 17.9 is a matter to be determined

solely by the Board and its decision in this regard shall be final.

For this purpose, the Board may call upon any Director or

person nominated as a Director to provide such evidence of

any matter the Board deems relevant or necessary.”;

13. Amending clause 17.20(a) by:

(a) deleting “one”;

(b) replacing “31” with “30”;

(c) inserting “working” after “clear” and before “days”;

(d) inserting “Director” after “the number of” and before “vacancies”;

and

(e) inserting “including those” after “vacancies” and before “arising from”.

14. Amending clause 17.20(b) by replacing “twenty-fourth day” with

“twentieth working day”;

15. Amending clause 17.20(c) by replacing “is or was a Transacting Shareholder,

holding ordinary nominal value shares in the Company of a nominal

amount of not less than $1,000, and two proposers both being Members

of the Company” with “satisfies the requirements of clause 17.9”;

16. Deleting clause 17.20(d);

17. Renumbering the existing clause 17.20(e) as clause 17.20(d);

18. Amending clause 17.21(b) by replacing “informal” with “disregarded”;

19. Renumbering the existing clause 17.22 as clause 17.23;

20. Inserting the following new clause 17.22:

“17.22 No remuneration shall be paid to a Director in his or her

capacity as a director of the Company or any subsidiary thereof

unless that remuneration has been authorised by ordinary

resolution at a meeting of Shareholders. Each resolution shall

express Directors’ remuneration as a monetary sum per

annum payable to either:

(a) all Directors taken together; or

(b) any person who from time to time holds office as a

Director.”;


Annexure – Amendments to the Constitution continued...

21. Amending the renumbered clause 17.23 by:

(a) deleting “Remuneration paid to Directors, in their capacity as

Directors, shall not be increased beyond the amount paid in

respect of the then immediately preceding Financial Year unless

the increase has been authorised by a meeting of Shareholders.”;

(b) replacing “together,” with “together:”;

(c) inserting the following new sub-clause (a) after the amended

reference to “together:”:

“(a) the remuneration may be distributed among the Directors

in such manner as the Board from time to time determines;

and”; and

(d) retaining the remainder of renumbered clause 17.23 as subclause

(b).;

22. Inserting the following new clause 17.24:

“17.24 No resolution which increases the amount fixed pursuant

to a previous resolution shall be passed at a meeting of

Shareholders unless notice of the amount of increase has

been given in the notice of meeting.”;

23. Inserting the following new clause 17.25:

“17.25 Nothing in clauses 17.22 to 17.24 shall affect the remuneration

of executive Directors in their capacity as executives.”;

24. Inserting the following new clause 17.26:

“17.26 Each Director is entitled to be paid for all reasonable travelling,

accommodation and other expenses incurred by the Director

in connection with the Director’s attendance at meetings or

otherwise in connection with the Company’s business.”;

25. Amending clause 21.2 by:

(a) deleting “or Assignee of Shareholder” in the heading;

(b) replacing “person entitled to a share in consequence of the death

or bankruptcy or other incapacity of a Member” with “Personal

Representative of a Shareholder”; and

(c) deleting “of the representative of the deceased or assignee of the

bankrupt or otherwise, as the case may require,”;

26. Renumbering the existing clause 3 of the First Schedule as clause 4 (all

subsequent clauses will be renumbered accordingly);

27. Inserting the following new clause 3 of the First Schedule:

“3. METHODS OF HOLDING MEETINGS

A meeting of Shareholders may be held by a quorum of

Shareholders:

(a) being assembled together at the place, date, and time

appointed for the meeting; or

(b) by means of audio, audio and visual or electronic

communication; or

(c) by a combination of both of the methods described in

clauses 3(a) and (b) of this First Schedule.”;

28. Amending the renumbered clause 4.1 of the First Schedule by replacing

“3.3” with “4.3 of this First Schedule”;

29. Amending the renumbered clause 4.2 of the First Schedule by:

(a) deleting “personally”; and

(b) inserting “in person or by proxy or representative” after “present”

and before “, shall constitute a quorum.”;

30. Inserting the words “or representatives” to the renumbered clause

4.3(b) of the First Schedule after “or their proxies” and before “present

shall be a quorum.”;

31. Inserting the following new clause 4.4 of the First Schedule:

“4.4 A Shareholder participating in a meeting (either in person or by

proxy or representative) by means of audio, audio and visual, or

electronic communication is present at the meeting and part of

the quorum.”;

32. Inserting the words “held under clause 3(a) of this First Schedule” to

the renumbered clause 5.1 of the First Schedule following the words

“In the case of a meeting of Shareholders” and before “unless a poll

is demanded”;

33. Inserting the following new clause 5.2 of the First Schedule:

“5.2 In the case of a meeting of Shareholders held under clause

3(b) or (c) of this First Schedule, unless a poll is demanded,

voting at the meeting shall be by any method permitted by the

Chairperson of the meeting.”;

34. Replacing “4.3” with “5.4 of this First Schedule” in the renumbered

clause 5.3 of the First Schedule;

35. Replacing “4.9” with “5.10 of this First Schedule,” in the renumbered

clause 5.9 of the First Schedule;

36. Inserting the following new clause 5.12 of the First Schedule:

“5.12 The Board may permit, in relation to a particular meeting or

generally:

(a) the appointment of proxies or representatives to be

made by electronic means;

(b) postal votes to be cast by electronic means (including in

relation to any ballot for the election of Directors); and

(c) to the extent permitted by law, votes to be cast on

resolutions at meetings of Shareholders (or of other

groups) by electronic means.

The procedures in relation to such electronic appointment or

electronic voting shall be those required by law (if any) together with

any other procedures determined by the Board. If the Board permits

electronic appointment of proxies or representatives or electronic

voting in accordance with this clause, such electronic appointments

may be made or electronic votes cast notwithstanding any other

provision of this Constitution.”;

37. Amending the renumbered clause 6.3 of the First Schedule by:

(a) inserting the words “or, in the case of an electronic notice, sent

by” following the words “by notice in writing signed by” and

before “the Shareholder and the notice”; and

(b) deleting the sentence “The Shareholder’s signature must be

witnessed.”;

38. Replacing “5.4” with “6.4” in the renumbered clause 6.4 of the First

Schedule;

39. Deleting the following lines in the renumbered clauses 6.6 and 6.7 of

the First Schedule:

(a) “or failing that person ______________________________”;

(b) “of _____________________________________”; and

(c) “Witness: _____________________________________.”;

40. Amending the renumbered clauses 6.6 and 6.7 of the First Schedule

by replacing each instance of “19” with “20”.

41. Inserting the following sentence at the end of renumbered clause 8.1

of the First Schedule:

“A representative shall have the same rights and powers as if the

representative were a proxy.”; and

42. Replacing “six” with “five” in clause 2 of the Second Schedule.


Photo by permission: Deer Industry New Zealand

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