APF - NOTICE OF ANNUAL GENERAL MEETING
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Apple Fields Limited (APF) | 3:41 pm, Friday 14 March 2008 | APF | 0.110 |
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APPLE FIELDS LIMITED
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of APPLE FIELDS
LIMITED to be held at The Canterbury Manufacturers' Building, 253 Cambridge
Terrace, Christchurch on Friday 28th March 2008 commencing at 11.00 a.m.
ORDINARY BUSINESS
1. To receive the Annual Report for the year ended 30 September 2007 and
the report of the Auditors thereon.
2. To consider and if appropriate pass the following ordinary
resolution:
First Resolution
That Mr. M. Schroeder, who retires by rotation and being eligible,
offers himself for re-election, and being, in the Board's opinion an
independent director pursuant to NZX Listing Rule 3.3.1A, be re-elected as a
director of the Company.
A short biography of Mr. Schroeder is attached in the Appendix.
3. To consider and if appropriate pass the following ordinary
resolution:
Second Resolution
That Mr. Robert Rolls, who has offered himself for election, being,
in the Board's opinion an independent director pursuant to NZX Listing Rule
3.3.1A, be elected as a director of the Company.
Mr. Rolls has failed to provide a biography.
4. To consider and if appropriate pass the following ordinary
resolution:
Third Resolution
That BDO Spicers be re-appointed as auditors of the Company for the
2008 financial year and that the directors be authorized to fix their
remuneration.
6 To consider and if appropriate pass the following ordinary
resolution.
Fourth Resolution
That the director's fees for the year to 30 September 2008 remain unchanged
at $140,000 plus a bonus equal to 10% of the after-tax profit of the Company
for that financial year, provided that the maximum monetary sum of the
directors' fees and directors' bonus for that year shall be a sum equal to 5%
of the Average Market Capitalisation as at 30 September 2008.
7. To transact any other business that may properly be transacted at an
Annual General Meeting.
Ordinary Resolution means a resolution approved by a simple majority of the
votes cast of those shareholders entitled to vote and voting.
BY ORDER OF THE BOARD OF DIRECTORS
G Stewart
Christchurch
12 March 2008
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VOTING DISQUALIFICATION
None of Mr Stewart, Mr Schroeder or Mr Prain, nor those shareholders of the
Company who are "associated persons" (as that term is defined in the NZX
Listing Rules) of any or all of Mr Stewart, Mr Schroeder and Mr Prain, may
vote on the Fourth Resolution.
PROXIES
Shareholders are advised that any shareholder entitled to attend and vote at
the meeting may appoint a proxy to attend and vote on their behalf. The
proxy need not be a shareholder of the Company but is entitled to attend and
be heard as if the proxy were a shareholder. A proxy must be appointed by a
written notice of a shareholder, which notice must state whether the
appointment is for a particular meeting, or for a specified term not
exceeding 12 months.
The persons specified above are prohibited from voting on the Fourth
Resolution, being disqualified from voting under the NZX Listing Rules. This
disqualification will not prevent a person who is disqualified from voting,
who has been appointed as a proxy or voting representative by another person
who is not disqualified from voting under the NZX Listing Rules, from voting
in respect of the securities held by that other person in accordance with the
express instructions of that other person.
A shareholder may appoint the Chairman of the Meeting as proxy, however such
an appointment may only be made by specifying the Chairman as proxy in the
proxy form.
A proxy form is enclosed with this Notice. To be effective, the proxy form
must be deposited at the offices of the Company, by mail or facsimile, no
later than 11 a.m. on Wednesday 26 March 2008, being 48 hours before the
start of the meeting.
Addresses for depositing of proxy forms:
Physical Address: 203 Cambridge Terrace, Christchurch
Postal Address: The Secretary, Apple Fields Limited, PO Box 1948,
Christchurch
Facsimile: 03 379 0377
MEMBERS, ATTENDANCE AND VOTING RIGHTS
Shareholders must be on the Apple Fields share register by 5 p.m. on Monday
24 March 2008 in order to be entitled to attend and vote at the meeting.
All members on the share register at that time and date are entitled to
attend the meeting and vote on a show of hands, one vote per member OR on a
poll, one vote per share.
APPROVAL BY NZX
This Notice of Meeting has been not been approved by New Zealand Exchange
Limited, as such approval is not required pursuant to NZX Listing Rule
6.1.2(d).
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Appendix
Brief Relevant Biographical Details
Mark Joseph Schroeder
Born 1949, resident in Christchurch
Principal and founder (1975) of Christchurch business consultancy and
software company Cogito Services Ltd.
Member of the Apple Fields board since 2003 as an "independent
director".
Former member of the National Advisory Committee for Computing
Qualifications (NACCQ) for tertiary institutions.
Advisor / director of a number of SME's, especially in the Building
Trades sector
