02 Aug 2017, 02:30PM | MEETING
2 August 2016
2017 Notice of Annual Meeting of Shareholders
Notice is hereby given that the 2017 Annual Meeting of Shareholders of Oceania Natural Limited (ONL or the Company) will be held at the offices of Link Market Services Limited, Level 11, Deloitte Centre, 80 Queen Street, Auckland on Friday, 18 August 2017, commencing at 11:00 am.
Business
The business of the Annual Meeting will be:
1. Chairman’s introduction.
2. Chief Executive Officer’s Review
3. Annual report
To receive and consider the Company’s 2017 Annual Report containing the financial statements and the auditor’s report for the year ended 31 March 2017.
4. Resolutions
4.1. Re-Election of Director - Ross Keeley
That Ross Keeley, who was appointed a Director by the Board effective 11 February 2016, retires by rotation in accordance with the Company’s constitution and NXT Rule 6, and is eligible for re-election, be re-elected as a Director of the Company.
4.2. Auditor’s Remuneration
That the Directors are authorised to fix the auditor’s remuneration for the current financial year.
5. Other Business
To consider any other matter that may properly be brought before the Meeting.
Proxies
Any shareholder who is entitled to attend and vote at the Meeting may appoint a proxy to attend and vote instead of him or her. Such proxy need not be a shareholder of the Company. The Chairman of the Company is prepared to act as proxy.
To appoint a proxy you should complete and sign the enclosed Proxy Form and return it by delivery, mail or fax to the share registrar of the Company:
By delivery: By mail:
Oceania Natural Limited Oceania Natural Limited
C/- Link Market Services Limited C/- Link Market Services Limited
Level 11, Deloitte House PO Box 91976
80 Queen Street Victoria Street West
Auckland 1010 Auckland 1142
By Facsimile: +64 9 375 5990
Alternatively, to appoint your proxy and vote online please go to the Link Market Services website at https://investorcentre.linkmarketservices.co.nz/voting/ONL and follow the instructions. You will be required to enter your holder number and FIN for security purposes. A shareholder will be taken to have signed the Proxy Form by lodging it in accordance with the instructions on the website.
The completed Proxy Form must be received by Link Market Services Limited on behalf of the Company no later than 11.00am (New Zealand time) on Wednesday 16 August 2017; online proxy appointments must also be completed by this time.
Voting Entitlements
Voting entitlements of the Meeting will be determined with reference to the Company share register as at 5.00pm on Wednesday 16 August 2017 (Record Date). Accordingly, only those persons who are registered shareholders of the Company on the Record Date will be entitled to vote at the Meeting and the only voting rights which may be exercised at the Meeting by the same registered shareholders are those attaching to shares which are registered as at the Record Date.
Ordinary Resolutions
All of the resolutions set out in this Notice of Meeting are ordinary resolutions. An ordinary resolution is a resolution passed by a simple majority of votes of those holders of securities of the Company which carry votes, are entitled to vote and are voting on the resolutions in person or by proxy.
Explanatory Notes
Resolution One: Re-Election of Ross Keeley
Ross Keeley retires by rotation and, being eligible, offers himself for re-election as Director. Under NXT Rule 7, the Board considers Ross to be an Independent Director. Ross was the CEO and Executive Director of SeaDragon Limited a listed company on the NZX and instrumental in building a
small private company to a size to enable it to list on the NZX in 2012.
SeaDragon has during the 11 years under Ross’s leadership championed the Omega-3 industry in New Zealand and through a number of expansion projects diversified the business to such an extent that it the largest company in the Omega 3 market sector in Australasia. In 2014 SeaDragon won the prestigious Exporter of the Year award. Business growth was based upon Ross’s experience in international trade dealing with products regulated under strict Ministry of Primary Industry regulations, thereby ensuring cross border trade was able to be completed with minimal regulatory obstruction.
Ross has extensive operations, procurement and sales experience, having managed these functions while SeaDragon was growing and only recently have these responsibilities been passed over to the new team at SeaDragon. Ross has been an active participant in a number of domestic and international organisations associated with the natural products and dietary supplements industry. He received an “Outstanding Contribution to the New Zealand Natural Products Industry” award in 2011.
Ross has worked in many primary related industries including, being the head of a major division of Tegel Foods Ltd, a senior executive of Ngai Tahu Fisheries, and commercialised scientific innovation with New Zealand’s largest CRI (AgResearch).
The Board unanimously recommends that shareholders vote in favour of Ross’s re-election as Director.
Resolution Two: Auditors
PricewaterhouseCoopers are the existing auditor of the Company. PricewaterhouseCoopers are 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 for the current financial year.
Attachments