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EBOS GROUP LIMITED Proxy Solicitation & Information Statement 2019

Sep 11, 2019

64813_rns_2019-09-11_af287820-aed8-493e-aaf1-8fa826cb260c.pdf

Proxy Solicitation & Information Statement

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Lodge your proxy

Online

  • www.investorvote.co.nz

By Mail Computershare Investor Services Limited Private Bag 92119, Auckland 1142, New Zealand

By Fax +64 9 488 8787

For all enquiries contact

+64 9 488 8777 [email protected]

Proxy/Voting Form

www.investorvote.co.nz

Lodge your proxy online, 24 hours a day, 7 days a week:

Smartphone?

Scan the QR code to vote now.

Your secure access information

Control Number: CSN/Securityholder Number:

PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.

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For your proxy to be effective it must be received by 2:00pm Sunday 13 October 2019

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

If you do not plan to attend the meeting, you may appoint a proxy. The Chairman of the meeting, or any other director, is willing to act as a proxy for any shareholder who appoints him or her for that purpose. To do this, enter ‘the Chairman’ or the name of your proxy in the space allocated in ‘Step 1’of this form. Alternatively you can appoint a proxy online at www.investorvote.co.nz.

If in appointing your proxy, you do not name a person as your proxy (either online or on this proxy form), or your named proxy does not attend the meeting, the Chairman of the meeting will be your proxy and may vote only in accordance with your express direction. However, if the Chairman of the meeting is expressly granted a discretion on how to vote on a particular resolution, and that resolution is subject to a voting restriction that applies to the proxy under NZX Main Board Listing Rule 6.3.1, then that proxy will be prohibited from voting such discretionary proxies on that resolution. ASX Listing Rule 14.2.2 requires the Company to state how the Chairman will vote undirected proxies. The Chairman will vote all undirected proxies in favour of the resolutions.

Voting of your Holding

Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Resolutions

Resolutions 2-4 are Ordinary Resolutions, each requiring for passage a simple majority of the votes of the Shareholders entitled to vote and voting on that Resolution. Resolution 1 is a Special Resolution requiring for passage at least 75% of the votes of the Shareholders entitled to vote and voting on that Resolution.

Signing Instructions for Postal Forms

Individual

Where the holding is in one name, the securityholder must sign.

Joint Holding

Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney

If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney (unless already deposited with the Company) and a signed certificate of non-revocation of the power of attorney must be produced with this Proxy Form.

Companies

This form must be signed by a Director jointly with another Director, or a Sole Director can sign alone. Please sign in the appropriate place and indicate the office held.

Comments & Questions

If you have any comments or questions for the Company, please write them on a separate sheet of paper and return with this form.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission.

Go online to lodge your proxy or turn over to complete the form

Proxy/Corporate Representative Form

STEP 1 Appoint a Proxy to Vote on Your BehalfAppoint a Proxy to Vote on Your Behalf

I/We being a shareholder/s of EBOS Group Limited

hereby appoint or failing him/her

of of

or failing him/her, or if no person is named, the Chairman of the meeting

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of Shareholders of EBOS Group Limited to be held at the Addington Raceway & Events Centre, 75 Jack Hinton Drive, Christchurch on Tuesday, 15 October 2019 at 2:00pm and at any adjournment of that meeting.

STEP 2 Items of Business - Voting Instructions/Ballot Paper (if a Poll is called)

Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Special Resolution

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|Proxy|
|For|Against|Discretion|Abstain|

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1. It is hereby resolved to amend the constitution of the Company in the manner described in the explanatory notes with effect from the time the resolution is passed.

Ordinary Resolution 2. It is hereby resolved that Stuart McLauchlan be elected as a director of the Company. 3. It is hereby resolved that, pursuant to NZX Listing Rule 2.11.1 and ASX Listing Rule 10.17, total remuneration for non-executive directors be increased by $310,000 from $1,100,000 per annum to $1,410,000 per annum with effect from 1 July 2019.

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|4.|It is hereby resolved that the directors of the Company be authorised to fix the fees and expenses of Deloitte as|
|auditor of the Company.|

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SIGN Signature of Securityholder(s) This section must be completed. Securityholder 1 Securityholder 2 Securityholder 3 or Sole Director/Director or Director (if more than one) Contact Name Contact Daytime Telephone Date

ATTENDANCE SLIP

Annual Meeting of Shareholders of EBOS Group Limited to be held at the Addington Raceway & Events Centre, 75 Jack Hinton Drive, Christchurch on Tuesday, 15 October 2019 at 2:00pm