Notice of the third AGM of the Harbour Co-op Limited

Notice of Annual General Meeting 2015

Notice is hereby given that the third Annual General Meeting of shareholders of Harbour Co-op Limited (the company) will be held at 2.00pm on Sunday, 27 September 2015, at Roots Restaurant, 8 London Street, Lyttelton. 

Business

  • Chairperson’s Introduction and Report
  • Managing Director’s Review
  • Financial Statement Review
  • Resolutions
    • Item 1: To receive the Annual Report including the financial statements and the Audit Report for the year ended 31st March 2015
      Resolution to be put: That the Annual Report for the year ended 31st March 2015 be received.
       
    • Item 2: To fix the Auditor’s Remuneration
      Resolution: to be put: That the auditors, PKF Goldsmith Fox, continue in office and that the directors be authorised to fix their remuneration.
       
    • Item 3: To elect Director
      In accordance with the Company’s Constitution, Brian Rick offers himself as a director.
      The Board is recommending that Brian Rick be elected a director.
      Resolution to be put: That Brian Rick be elected as a director of the Harbour Co-op Limited. (See Explanatory Notes for profile)
       
    • Item 4: To elect Director
      In accordance with the Company’s Constitution, Andrew Scott offers himself as a director.
      The Board is recommending that Andrew Scott be elected as a director.
      Resolution to be put: That Andrew Scott be elected as a director of the Harbour Co-op Limited. (See Explanatory Notes for profile)
  • General Business

To transact any other business that may be properly considered at the Annual General Meeting: There will be an update on co-op projects and directions.

  • By Order of the Board
    Dana Dopleach, Chairperson
    Lyttelton
    31 August 2015

Procedural Notes

PERSONS ENTITLED TO VOTE

The persons who will be entitled to vote at the Meeting are those persons (or their proxies) registered as Household, Employee and Institutional Purchaser Shares on the Harbour Co-op Limited’s share register at 5.00pm on Friday 25 September 2015.

PROXIES

Shareholders entitled to attend and vote at the Meeting may appoint a proxy to attend and vote on their behalf. A proxy need not be a shareholder of the Company. You may if you wish, appoint “The Chairperson of the Meeting” as your proxy by filling in the proxy form to that effect. A proxy and Postal Voting form, with which you can appoint a proxy, is available from the Harbour Co-op store, 12 London Street, Lyttelton, and attached to this Notice of Annual General Meeting (below).

POSTAL VOTING

Shareholders entitled to attend and vote at the Meeting may cast a postal vote instead of attending in person or appointing a Proxy to attend. The Company Secretary has been authorised by the Board to receive and count postal votes at the Meeting. Proxy and Postal Voting forms must be received at the Harbour Co-op store at 12 London Street, Lyttelton, by 5.00pm on Friday 25 September 2015.

ORDINARY RESOLUTIONS

Each resolution to elect a director is to be considered as a separate ordinary resolution. To be passed, each of the representatives requires the approval of a simple majority of the votes cast by the holders of the Household shares.


Explanatory Notes

  1. To receive the Annual Report for the year ended 31st March 2015
    The board unanimously recommends shareholders vote in favour of this resolution.
     
  2. Re-appointment of auditors
    PKF Goldsmith are the existing auditors of the company. PKF Goldsmith are automatically reappointed as auditors under section 207T of the Companies Act 1993. This resolution authorises the board to fix fees of the auditors in accordance with section 207S(a) of the Companies Act 1993.
    The board unanimously recommends shareholders vote in favour of this resolution.
     
  3. Election of director
    To elect Brian Rick as a director.
    Brian Rick was a co-founder of the original Lyttel Piko Wholefoods and served as Shop Manager over its 5 years. He oversaw the transition to the Harbour Co-op and served as Managing Director for 3 years. Brian looks forward to sharing his experience through service on the board.
    The board unanimously recommends shareholders vote in favour of the election of Brian Rick.
     
  4. Election of director
    To elect Andrew Scott as a director.
    Andrew Scott has been a Lyttelton resident since 2009 and was co-opted onto the Harbour Co-op board in April this year. He has a legal background and has worked in a range of not-for-profit organisations over the past 20 years. Andrew looks forward to continuing to assist the development of the Co-op.
    The board unanimously recommends shareholders vote in favour of the election of Andrew Scott.

Statutory Notice

ELECTRONIC ANNUAL REPORTS

(Notice under section 209 of the Companies Act)

We do not produce a statutory Concise Annual Report but if you would like more detail, our Annual Shareholder Review and Annual Financial Report (which together comprise the Annual Report) will be available on our website (https://www.harbourcoop.co.nz/co-opportunities/owners-meetings/harbour-co-op-2014-2015-annual-reports) any time you want to view or download them. However we will still send you the traditional printed copy as well if you like – at no cost to you. If you would like a printed Annual Report when available please write to the Harbour Co-op Ltd, 12 London Street, Lyttelton before 25 September 2015 so we know how many copies to print. Remember to include your name, postal address and shareholder number.


Proxy Form (for use if you are unable to attend the meeting)

Shareholder Number:

I/We being (a) shareholder(s) of Harbour Co-op Limited, 12 London Street, Lyttelton

hereby appoint*                                                               of                                                          .               
                                     (full name of proxy)                                       (full address)

as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the company to be held on the 27th day of September 2015 commencing at 2.00pm, and at any adjournment of that meeting.

VOTING INSTRUCTIONS/VOTING PAPER

This part of the form can be used either as voting instructions for a proxy, postal vote or as a voting paper at the meeting (if a poll is called). This form is to be used to vote as follows on the following ordinary resolutions:

 
RESOLUTIONS SUPPORTED BY THE BOARD FOR AGAINST ABSTAIN PROXY DISCRETION
1. That the Annual Report for the year ended 31st March 2015 be adopted.        
2. That the auditors, PKF Goldsmith Fox, continue in office and that the directors be authorised to fix their remuneration.        
3. That Brian Rick be elected as a director of Harbour Co-op Limited.        
4. That Andrew Scott be elected as a director of Harbour Co-op Limited.        

 

Signed this                                                              day of                                                                    2014.

 

Signature(s) of shareholder(s)                                                                                     
                                                            (if joint shareholders, all must sign)

                      

*The “Chairperson of the meeting” is willing to act as proxy for any shareholder who may wish to appoint her for that purpose. The Chairperson intends to vote proxies for which she has discretion in favour of all the above resolutions.