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ORIGIN ENERGY LIMITED — Proxy Solicitation & Information Statement 2013
Sep 26, 2013
65507_rns_2013-09-26_00964fd9-b85b-4450-8d88-d404978b39fc.pdf
Proxy Solicitation & Information Statement
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| To Company Announcements Office Company ASX Limited From Helen Hardy |
Facsimile 1300 135 638 |
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| Date 27 September 2013 |
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| Pages 7 |
Subject CONTACT ENERGY LIMITED 2013 NOM OF SHAREHOLDERS & PROXY FORM
Attached herewith is a copy of an announcement released to the NZX by Contact Energy today.
Origin Energy holds 53.09% of quoted ordinary shares in Contact Energy Limited.
Regards
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Helen Hardy Company Secretary
02 8345 5441 – [email protected]
Climate Change and Business Conference
Origin Energy Limited ACN 000 051 696 • Level 45 Australia Square, 264-278 George Street, Sydney NSW 2000 GPO Box 5376, Sydney NSW 2001 • Telephone (02) 8345 5000 • Facsimile (02) 9252 1566 • www.originenergy.com.au
Notice of 2013 Annual Meeting of Shareholders
ContaCt EnErgy LimitEd
Notice of annual meeting of shareholders
notice is hereby given that the 2013 annual meeting of shareholders of Contact Energy Limited (‘the Company’) will be held in the Silks Lounge, metropolitan Stand, addington Events Centre, 75 Jack Hinton drive, addington, Christchurch, new Zealand on tuesday 15 october 2013 commencing at 10.00am.
Business
A. Chairman’s address
B. Chief Executive Officer’s review
C. Financial statements
In relation to Contact Energy Limited’s annual report for the year ended 30 June 2013, to receive the Company’s financial statements for that period, and the auditor’s report on those financial statements.
D. Resolutions
To consider and, if thought fit, to pass the following ordinary resolutions:
Resolution 1 – re-election of Whaimutu Dewes
That Whaimutu Dewes, who retires by rotation and is eligible for re-election, be re-elected as a director of the Company.
Resolution 2 – re-election of Karen Moses
That Karen Moses, who retires by rotation and is eligible for re-election, be re-elected as a director of the Company.
Resolution 3 – auditor
That the directors be authorised to fix the fees and expenses of the auditor.
E. Other business
To consider any other matter that may lawfully be considered at the annual meeting.
On behalf of the Board of Directors
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Grant King Chairman 27 September 2013
Explanatory notes to notice of meeting
Resolutions 1 and 2 – re-election of directors
Whaimutu Dewes and Karen Moses retire by rotation and offer themselves for re-election. The Board of Directors (‘the Board’) unanimously supports the re-election of Whai and Karen.
Whaimutu Dewes
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Independent Non-Executive Director
Term of office: Appointed director 22 February 2010, last elected 2010 annual meeting.
Board committees:
Member of the Board Audit Committee; the Health, Safety and Environment Committee; and the Risk Committee.
Whaimutu Dewes is of Ng¯ati Porou and Ng¯ati Rangitihi descent and lives in Rotorua. He is the chairman of Aotearoa Fisheries Limited and Housing New Zealand, and is a non-executive director on the Treasury Board. His former directorships include Television New Zealand Limited and the AMP New Zealand Advisory Board, and he was deputy chairman of Sealord Group between 1992 and 2008. Whaimutu has also held senior management roles at Fletcher Challenge and the Department of M¯aori Affairs. Whaimutu has a Master’s degree in public administration and degrees in arts and law.
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Karen Moses
Non-Executive Director
Term of office: Appointed director 1 October 2004, last re-elected 2010 annual meeting.
Board committees: Chairman of the Risk Committee and member of the Remuneration Committee.
Karen Moses is the executive director, finance and strategy of Origin Energy Limited, and prior to this was Origin Energy’s chief operating officer. Before joining Origin, Karen held development and trading roles with Exxon Group (1983-1994). Karen is a director of SAS Trustee Corporation (since March 2012), Sydney Dance Company (since May 2012) and Energia Andina S.A. (since April 2013). She is a former director of Australian Energy Market Operator Limited (July 2009-June 2012), Energy and Water Ombudsman (Victoria) Limited (October 2005-November 2010), Australian Energy Market Operator (Transitional) Limited (September 2008-July 2009) and VENCorp (2007-2009). Karen holds a Bachelor of Economics and a Diploma of Education from the University of Sydney.
Resolution 3 – auditor
KPMG is automatically reappointed as auditor under section 200 of the Companies Act 1993. This resolution authorises the Board to fix the fees and expenses of the auditor.
Procedural notes
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Voting entitlements for the annual meeting will be determined at 10.00am on Sunday 13 october 2013 based on registered shareholdings at that time.
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a shareholder of the Company who is entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him/her. a proxy need not be a shareholder of the Company.
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any corporation that is a shareholder of the Company may appoint a person as its representative to attend the meeting and vote on its behalf, in the same manner as that in which it could appoint a proxy.
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a proxy form accompanies this notice of meeting and it must be lodged at the office of the share registrar, Link market Services Limited, not less than 48 hours before the commencement of the meeting, that is not later than 10.00am on Sunday 13 October 2013. any proxy form received after that time will not be valid for the scheduled meeting.
Venue directions
The 2013 annual meeting of shareholders of Contact Energy Limited will be held in the Silks Lounge, Metropolitan Stand, Addington Events Centre, 75 Jack Hinton Drive, Addington, Christchurch, New Zealand on Tuesday 15 October 2013 commencing at 10.00am.
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race track
METROPOLITAN Events Centre
STAND office
Car park Car park
Car park Canterbury arenaCBS racing office
Jack Hinton drive
Lincoln road
Wrights road Boundary road ami Stadium
Whiteleigh avenue
twiggers St
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To access the Metropolitan Stand:
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Turn onto Jack Hinton Drive at the roundabout between Twiggers Street and Boundary Road
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Make a right-hand turn
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Continue past the front of the CBS Canterbury Arena
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The venue has free parking
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2013 ANNUAL MEETING ADMISSION CARD/PROXY FORM
The Annual Meeting of Shareholders of Contact Energy Limited will be held on Tuesday 15 October 2013 at 10.00am in the Silks Lounge, Metropolitan Stand, Addington Events Centre, 75 Jack Hinton Drive, Addington, Christchurch, New Zealand.
SAMPLE ONLY
CSN/Holder Number:
SECTION 1: ADMISSION CARD – Please bring this form intact to the Annual Meeting
If you propose to ATTEND the Annual Meeting please bring this Admission Card / Proxy Form intact as the barcode will assist in your registration.
SECTION 2: PROXY FORM – For use if you are unable to attend the Annual Meeting but wish to be represented by proxy or wish to appoint a corporate representative
Please DO NOT separate this section as we require the barcode at the top of the form to record your proxy appointment.
If you propose NOT to attend the Annual Meeting or wish to appoint a corporate representative please complete and sign the Proxy Form and Voting Instructions below (please keep it intact), and lodge it with Link Market Services by no later than 10.00am on Sunday 13 October 2013 (being 48 hours before the commencement of the Annual Meeting). The Proxy Form must be completed either online, mailed, delivered, faxed or scanned in accordance with the instructions set out on the reverse of this form.
You may appoint the Chairman of the Meeting as your proxy [1] by entering “Chairman of the Meeting” in the box below. I/We being a shareholder(s) of Contact Energy Limited (‘Company’) and entitled to attend and vote
hereby appoint
or failing him/her
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Shareholders of the Company to be held at 10.00am on Tuesday 15 October 2013, and at any adjournment of that Annual Meeting, and to vote as my/our proxy thinks fit on any resolutions to amend any of the resolutions, or any resolution so amended and on any other resolution proposed at the Annual Meeting (or any adjournment thereof) so as to give effect to my/our intention as set out below where possible. In the event I/we have not expressed any intention or the intention is unclear (in my/our proxy’s sole opinion), my/our direction is to abstain.
SECTION 3: VOTING INSTRUCTIONS
| SECTION 3: VOTING INSTRUCTIONS | SECTION 3: VOTING INSTRUCTIONS |
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| This form is to be used to vote as follows on the resolutions below: | TICK () IN BOX TO RECORD YOUR VOTE FOR AGAINST ABSTAIN2 PROXY DISCRETION3 |
| RESOLUTIONS | |
| 1. That Whaimutu Dewes, who retires by rotation and is eligible for re-election, be re-elected as a director of the Company 2. That Karen Moses, who retires by rotation and is eligible for re-election, be re-elected as a director of the Company 3. That the directors be authorised to fix the fees and expenses of the auditor |
1A reference to a proxy includes a corporate representative.
2 If you mark the ‘Abstain’ box for a particular resolution, you are directing your proxy NOT to vote on that resolution. If a proxy does not vote on your behalf on a resolution, your votes will not be counted when calculating the majority of that resolution.
3 If you tick the ‘Proxy Discretion’ box for a particular resolution, you are directing your proxy to decide how to vote on that resolution on your behalf.
Signature(s) ______________
All shareholders must sign
Contact details: _______ Signed this _ day of ______ 2013
Daytime phone number
Email address: __________________
Please tick here if you would like to receive communications electronically – please provide your email address above, or email [email protected] to receive shareholder communications electronically.
NOTES
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A shareholder of the Company who is entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.
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Any corporation that is a shareholder of the Company may appoint a person as its representative to attend the Annual Meeting and vote on its behalf, in the same manner as that in which it could appoint a proxy.
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If you appoint a proxy you must either direct the proxy how to vote by ticking the “For”, “Against” or “Abstain” box in respect of each resolution OR by ticking the “Proxy Discretion” box in respect of each resolution. A shareholder can direct the proxy holder in respect of one or more resolutions and give the proxy holder discretion in respect of other resolutions. If a shareholder does not tick any boxes in respect of a resolution then the vote will be invalid.
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The Chairman of the Meeting or any Director is willing to act as proxy for any shareholder who appoints him/her for that purpose. If you tick the “Proxy Discretion” box for a particular resolution, your proxy will decide how to vote that resolution. However, if your proxy is precluded from voting (for example, because he or she has an interest in the outcome of the resolution), then they will not be able to vote on that resolution on your behalf. The Chairman and Directors intend to vote all discretionary proxies in favour of resolutions 1 to 3, except that the Directors standing for election or re-election will abstain from voting discretionary proxies in respect of their own appointment.
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If this Proxy Form is returned duly signed by a shareholder with voting instructions completed but without a person specified as proxy, the Chairman of the Meeting is deemed to be the proxy to the extent of the voting instructions.
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If you are joint holders of shares, each of you must sign this Proxy Form. If the shareholder is a company, this Proxy Form must be signed on behalf of the company by a person acting under the company’s express or implied authority.
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A proxy will not be entitled to vote at the Annual Meeting unless a properly completed proxy has been lodged at the office of the share registrar, Link Market Services Limited, not less than 48 hours before the commencement of the Annual Meeting, that is not later than 10.00am on Sunday 13 October 2013 . Voting entitlements will be determined based on registered shareholdings at that time. This Proxy Form may be mailed, delivered, faxed, scanned or completed online in accordance with the instructions below.
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If this Proxy Form has been signed under a power of attorney (“POA”), a copy of the POA (unless already noted by the company or its registry) and a signed certificate of non-revocation of the POA must be produced to the company with this form.
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If you intend to attend the Annual Meeting and vote please bring this form intact as your admission card. The barcode is required for registration purposes. Your voting card will be handed to you when registering at the Annual Meeting .
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If you have any questions about how to complete this Proxy Form or vote, please call the Link Market Services Limited Investor Helpline between 8.30am and 5.00pm on +64 9 375 5998 or email [email protected]
| PLEASE COMPLETE YOUR PROXY FORM ONLINE, OR LODGE IT WITH LINK MARKET SERVICES LIMITED IN ONE OF THE FOLLOWING WAYS: |
PLEASE COMPLETE YOUR PROXY FORM ONLINE, OR LODGE IT WITH LINK MARKET SERVICES LIMITED IN ONE OF THE FOLLOWING WAYS: |
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| Online: | To appoint your proxy online, please go to the Link Market Services website: https://investorcentre.linkmarketservices.co.nz/voting/CEN.aspx You will be required to enter your CSN/Holder number and FIN to securely access the website, and then follow the prompts to appoint your proxy and exercise your vote. |
| Mail: | If mailing a Proxy Form in New Zealand, please place in the reply paid envelope provided or if mailing outside New Zealand please place in the pre-addressed envelope, affix the postage from the country of mailing and post to Link Market Services, PO Box 91976, Victoria Street West, Auckland 1142, New Zealand. |
| Deliver: | Link Market Services, Level 16, Brookfields House, 19 Victoria Street West, Auckland, New Zealand. |
| Fax: | + 64 9 375 5990 |
| Scan & email: | [email protected] (please put the words“Contact Proxy Form”in the subject line for easy identification) |