Telecom Notice of Annual Shareholders Meeting
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Telecom Corporation of New Zealand Limited (NS) (TEL) | 2:47 pm, Thursday 4 September 2008 | TEL | 2.390 |
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Telecom Notice of Annual Shareholders Meeting to be held on Thursday 2
October 2008 at 10.00am (New Zealand Time) in the Duxton Hotel, Wakefield
Street, Wellington. The Telecom Notice of Meeting and Proxy Form are
available on its website www.telecom.co.nz
Letter from the Chairman
4 September 2008
Dear Fellow Shareholder
I am pleased to invite you to the 2008 annual meeting of Telecom Corporation
of New Zealand Limited to be held on Thursday 2 October 2008 at 10.00am (New
Zealand time) in the Duxton Hotel, Wakefield Street, Wellington.
I will comment briefly on Telecom's performance during the year to 30 June
2008 at the annual meeting.
Patsy Reddy is retiring at the annual meeting after more than 10 years as a
director and is not seeking re-election. Rod McGeoch is retiring by rotation
and is standing for re-election at the annual meeting. Shareholders will be
asked to vote on his re-election as a director. The board unanimously
supports Rod McGeoch's re-election. You can read about Rod McGeoch's
background in the Explanatory Notes to the Notice of Annual Meeting attached
to this letter.
Kevin Roberts was appointed as a director by the board on 28 August 2008. In
accordance with the requirements of the relevant listing rules, Kevin Roberts
is retiring and is standing for re-election at the annual meeting.
Shareholders will be asked to vote on his re-election. The board unanimously
supports the re-election of Kevin Roberts. You can read about Kevin Roberts's
background in the Explanatory Notes to the Notice of Annual Meeting attached
to this letter.
Elliott International, L.P., as a shareholder in Telecom has nominated Mark
Cross and Mark Tume to be put forward for appointment as directors.
Shareholders will be asked to vote on their election. The board does not
support the election of either Mark Cross or Mark Tume as a director. In the
Explanatory Notes to the Notice of Annual Meeting of Shareholders attached to
this letter, the board outlines the reasons why it does not support the
election of Mark Cross and Mark Tume.
Shareholders will also be asked to authorise the directors to fix the
Auditors' remuneration.
Telecom is inviting shareholders to submit questions prior to the annual
meeting by completing the enclosed form 'Questions from Shareholders'.
Please return this form by post or fax following the instructions on the
form. Alternatively, you may email your questions to
telecomboard@telecom.co.nz. We will attempt to address at the annual meeting
as many of the more frequently asked questions we receive as practically
possible at the annual meeting.
The board is recommending that you:
- Vote in favour of the resolution to authorise the directors to fix the
remuneration of the Auditors;
- Vote in favour of the resolution to re-elect Mr Rod McGeoch as a director;
- Vote in favour of the resolution to re-elect Mr Kevin Roberts as a
director;
- Vote against the resolution to elect Mr Mark Cross as a director; and
- Vote against the resolution to elect Mr Mark Tume as a director.
Shareholders present at the annual meeting will have the opportunity to ask
questions. You will also be able to listen to the annual meeting live by
webcast on: www.telecom.co.nz.
If you cannot attend the annual meeting I encourage you to complete and lodge
the proxy form (either by post or fax) so that it reaches Computershare
Investor Services by 10.00am (New Zealand time) on Tuesday 30 September 2008.
Alternatively you can complete a proxy form online by going to:
www.telecom.co.nz/investorcentre. You will need your shareholder number and
FIN number to do this. If you do not have a FIN number, please contact
Computershare at: enquiry@computershare.co.nz or 0800 737 100 (NZ toll free)
or +64 9 488 8777.
Telecom's proxy form is enclosed. If you receive other proxy forms, please
complete only one proxy form and ensure it is delivered to Computershare by
the date and time indicated above.
For those shareholders who are attending the annual meeting, please bring the
enclosed proxy form with you to assist with your registration. You are
invited to join the board and senior management for light refreshments at the
conclusion of the annual meeting. I look forward to seeing you then.
Yours sincerely
Wayne Boyd
Chairman
Items of Business
A The Chairman's introduction.
B Addresses to shareholders.
C Shareholder discussion.
D Resolutions.
To consider, and if thought fit, to pass the following ordinary resolutions:
Resolutions supported by the board
1. That the directors are authorised to fix the remuneration of the
Auditors.
2. That Mr Rod McGeoch be re-elected as a director of Telecom.
3. That Mr Kevin Roberts be re-elected as a director of Telecom.
Resolutions not supported by the board
4. That Mr Mark Cross be elected as a director of Telecom.
5. That Mr Mark Tume be elected as a director of Telecom.
