Historical

Notice of Special Meeting of Shareholders

10:26am, 20 Jun 2012 | MEETING

Notice is hereby given that a special meeting of the shareholders of Windflow Technology Limited (the Company) will be held at the Nightmarch Room, Riccarton Park, 165 Racecourse Rd, Sockburn, Christchurch 8042 on Wednesday 4 July 2012 at 7:30 pm.

BUSINESS
A. Welcome
B. Apologies and Proxies
C. Notified Motions for Special Resolutions of Shareholders: Approval of Projects and Entry into Loan Arrangements

Please ensure you read the following resolutions together with the Explanatory Notes attached to this Notice of Special Meeting of Shareholders (Explanatory Notes).

Resolution 1 (to be passed as a special resolution) – approval of Westray Project

To consider and if thought fit pass the following as a special resolution in accordance with NZAX Listing Rules 9.1.1 and 9.2.1, the Company’s Constitution and section 129 of the Companies Act 1993:

That the shareholders approve, and the Board be authorised to implement, the Company and its subsidiaries, Windflow UK Limited (WUK) and Windflow Hammer Limited (WHL), entering into the Westray Project and funding arrangements as described in the Explanatory Notes (the “Westray Project”), together with all other agreements and arrangements desirable or necessary in connection with the Westray Project (including non-material variations to the Westray Project).

Resolution 2 (to be passed as a special resolution) – approval of North Fish Project

To consider and if thought fit pass the following as a special resolution in accordance with NZAX Listing Rule 9.2.1, the Company’s Constitution and section 129 of the Companies Act 1993:

That the shareholders approve, and the Board be authorised to implement, the Company and its subsidiaries, WUK and WHL, entering into the North Fish Project and funding arrangements as described in the Explanatory Notes (the “North Fish Project”), together with all other agreements and arrangements desirable or necessary in connection with the North Fish Project (including non-material variations to the North Fish Project).

Resolution 3 (to be passed as a special resolution) – approval of North Harris Project

To consider and if thought fit pass the following as a special resolution in accordance with NZAX Listing Rules 9.1.1 and 9.2.1, the Company’s Constitution and section 129 of the Companies Act 1993:

That the shareholders approve, and the Board be authorised to implement, the Company and its subsidiaries, WUK and WHL, entering into the North Harris Project and funding arrangements as described in the Explanatory Notes (the “North Harris Project”), together with all other agreements and arrangements desirable or necessary in connection with the North Harris Project (including non-material variations to the North Harris Project).

Resolution 4 (to be passed as a special resolution) – approval of Directors’ authority to substitute projects

To consider and if thought fit pass the following as a special resolution in accordance with NZAX Listing Rules 9.1.1 and 9.2.1, the Company’s Constitution and section 129 of the Companies Act 1993:

That the shareholders approve, and the Board be authorised to implement, the substitution of any or all of the Westray Project, the North Fish Project and/or the North Harris Project with an alternative project or projects, such substitute projects being of a similar nature to the proposed projects and meeting the substitution criteria set out in the Explanatory Notes.

D. Other Business

To transact such other business as may properly be brought before the meeting in accordance with the Company’s Constitution.

NOTES:
All shareholders are entitled to attend and vote at the special meeting or to appoint a proxy (who need not be a shareholder of the Company) or corporate representative (in the case of a corporate shareholder) to attend the special meeting and vote on their behalf. If you wish, you may appoint “The Chairman of the Meeting” as your proxy or as an alternative to your named proxy. A proxy form is enclosed with this Notice. To appoint a proxy please complete, sign and return the enclosed proxy form to Freepost 114982, PO Box 384, Ashburton 7740 or Fax to 03 308 1311 in either case so that the Company receives the proxy form by 7:30 pm on Monday, 2 July 2012. The Chairman of the Meeting intends to vote any discretionary proxies in favour of all the resolutions set out in this Notice of Meeting.

Restrictions on voting

Pursuant to NZAX Listing Rule 9.3.1, none of David Walter Iles or any of his Associated Persons (as that term is defined in NZAX Listing Rule 1.7) shall be entitled to vote on the resolutions set out in this Notice of Meeting. David Walter Iles and his Associated Persons are also precluded from acting as a discretionary proxy of any other shareholder entitled to vote on the resolutions, but may vote on the resolutions as a proxy if voting in accordance with the appointing shareholder’s express instructions.

Yours faithfully

For and on behalf of the Board of Directors

Geoff Henderson
Director/Chief Executive Officer