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Savor Limited — AGM Information 2021
Nov 2, 2021
66278_rns_2021-11-03_74fc7685-9e3e-4bdc-a889-74027456b787.pdf
AGM Information
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Notice of Annual Meeting 2021
Savor Limited
Notice of Annual Meeting
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Notice of Annual Meeting
Notice is given that the Annual Meeting of shareholders of Savor Limited (“Savor”) will be held online at www.virtualmeeting.co.nz/svr21 , on Thursday 18 November 2021, commencing at 11:00am.
Due to COVID-19 restrictions in Auckland, Savor adjourned the previous Annual Meeting in the hope that it could be held in person. Unfortunately, due to the extension of restrictions, the Board do not consider it prudent to wait any longer to reconvene the Annual Meeting and have therefore moved to an online only format. Shareholders cannot attend the Annual Meeting in person. We appreciate the support and understanding of our shareholders regarding these arrangements.
Business
1 Chair’s address
2 CEO’s address
3 Ordinary resolutions
a. To elect Ryan Davis
That Ryan Davis be elected as a Director of Savor
b. To elect Louise Alexander
That Louise Alexander be elected as a Director of Savor
c. To appoint EY as Savor’s auditor
That EY be appointed as Savor’s auditor, and that the Directors be authorised to fix the fees and expenses of the auditor.
4 Shareholder questions
By order of the Board
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Tim Peat
Group CFO Auckland, New Zealand
3 November 2021
Savor Limited
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Explanatory Notes
These explanatory notes have been prepared for the information of shareholders in relation to the business to be conducted at Savor’s 2021 Annual Meeting of Shareholders.Additional information available under continuous disclosure obligations
Persons entitled to vote
The persons who will be entitled to vote at the Meeting are those persons (or their proxies or representatives) registered as holding Ordinary Shares on Savor’s share register at 5:00pm on Tuesday 16 November 2021. Voting at the Annual Meeting will be by way of poll. Results of voting will be announced to the NZX following the finalisation of the voting results.
An ordinary resolution is a resolution passed by a simple majority of the votes cast of the shareholders entitled to vote and voting.
Proxies and representatives
Shareholders may exercise their right to vote at the meeting either by being present virtually or by appointing a proxy to attend virtually and vote in their place. A proxy need not be a shareholder of Savor. The Chair of the meeting is willing to act as proxy for any shareholder who may wish to appoint him for that purpose. The Chair intends to vote in favour of all resolutions. A body corporate shareholder may appoint a representative to attend the meeting on its behalf.
Proxy appointments (whether made online or by completing a form) must be received by Savor’s share registry no later than 11:00am on Tuesday 16 November 2021 being 48 hours before the meeting.
To appoint a proxy and vote online please visit the Link Investor Centre website https://investorcentre.linkmarketservices.co.nz/voting/SVR and follow the prompts. Shareholders will require their CSN/Holder Number and Authorisation Code (FIN) to vote online.
Alternatively, Shareholders may appoint a proxy by completing a Proxy Form enclosed and return it to Link Market Services in accordance with the instructions on the proxy form.
Shareholder Questions
Shareholders are invited to submit questions prior to the Annual Meeting via the online voting platform, a completed proxy form, or by email ( [email protected] ). Savor will aggregate the main themes of the questions received by 5:00pm on Tuesday, 16 November 2021 and respond to them at the Annual Meeting. This means that not every question submitted will be answered individually and some questions may be covered in the Chair’s Address or CEO’s Address.
Savor Limited
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Resolutions
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RESOLUTION 1:
Election of Ryan Davis
Ryan Davis was elected to the Board in April 2021 and therefore offers himself for election by shareholders at the 2021 Annual Meeting. Ryan is currently the Chair of the Audit & Risk Committee and a member of the People & Culture and Remuneration Committees.
Ryan is the founder and Managing Director of GreenMount Advisory based in Sydney, Melbourne and Auckland, established in September 2018. Prior to this, Ryan was a Senior Partner and Asia-Pacific Private Equity Tax Leader for EY, after joining EY in 2011. Ryan has been the lead Partner on some of Australia and New Zealand’s largest private equity transactions with over 20 years’ experience advising global and domestic clients on mergers, acquisitions, and divestments. Ryan’s extensive experience in strategic transactions and strong financial background will prove vital as the Group continues to execute its growth strategy. Ryan is a Chartered Accountant.
The Board considers Ryan to be an independent director and unanimously recommends that shareholders vote in favour of his election.
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RESOLUTION 2:
Election of Louise Alexander
Louise Alexander was elected to the Board in April 2021 and therefore offers herself for election by shareholders at the 2021 Annual Meeting. Louise is currently the Chair of the People & Culture Committee and a member of the Audit & Risk and Remuneration Committees.
Louise is a senior HR practitioner and people leader and is currently the HR Director for Bell Gully, a role which she has held since 2015. Louise has developed and led Bell Gully’s HR strategy over that time, focusing on communication, diversity and culture, and supporting and developing people through the talent management programme. Louise has a passion for the not for profit sector, with both management and governance roles in various organisations throughout her career. Louise brings a critical skillset to Savor, where the success of the Group is driven by its teams in the venues. Savor continues to look for innovative ways to develop and reward our teams, and Louise’s appointment will bring strength to continuing that process.
The Board considers Louise to be an independent director and unanimously recommends that shareholders vote in favour of her election.
Savor Limited
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Resolutions continued
RESOLUTION 3:
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Appointment of EY as Savor’s auditor
EY were appointed as Savor’s auditor in February 2021. This resolution provides for that appointment to be confirmed by shareholders at the Annual Meeting. Section 207S of the Companies Act 1993 provides that the fees and expenses of EY as auditor are to be fixed in such a manner as Savor determines at the Annual Meeting. The Board proposes that, consistent with commercial practice, the auditor’s fees should be fixed by the Directors.
About Savor
Savor Limited (NZX: SVR), is a holding company for Savor Group Limited, established in 2011, one of New Zealand’s largest hospitality businesses with 10 iconic venues in Auckland, including Azabu Ponsonby, Azabu Mission Bay, Ebisu and Non Solo Pizza, each with its own unique concept, culture and offering. In April 2021, Savor’s wholly-owned subsidiary Amano Group Limited acquired the business and assets of iconic Auckland venues Amano, Ortolana, and The Store from Hipgroup, bringing further strength and depth to the Group. Savor has a reputation for originality, the quality of its products and the high standard of service that is consistent across the company portfolio.
Savor Limited
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Savor Limited Notice of Annual Meeting P 6