Notice is hereby given that the Annual Meeting of Solution Dynamics Limited is to be held at the Company’s offices, 18 Canaveral Drive, Albany, Auckland on Monday 19 October 2015 commencing at 10.30am.
The business of the meeting is:
- Chairman’s address.
- To receive and consider the annual report for the year ended 30 June 2015, together with the financial statements and auditor’s report.
To consider, and if thought fit, to pass, the following ordinary resolutions:
- That the board be authorised to fix the remuneration of Grant Thornton as the Company’s auditors. See Explanatory Note 2.
- To re-elect Mr Mike Smith who is retiring by rotation as required by clause 17 of the Company’s constitution, and being eligible, offers himself for re-election as director. Please review Mr Mike Smith’s biography under Explanatory Note 1.
- That the maximum total pool of annual (non-executive) directors’ remuneration be increased from $100,000 to $140,000, an increase of $40,000, until such time as this amount may be altered by a further ordinary resolution of shareholders. See Explanatory Note 3.
- Ordinary resolutions: Resolutions 1, 2 and 3 must be passed by an ordinary resolution of shareholders (i.e., by a simple majority of the votes of those shareholders entitled to vote and voting on the resolution in person or by proxy).
- Persons entitled to vote: The only persons entitled to exercise votes at the meeting will be those who are registered as shareholders at 10.30am on Thursday 15 October 2015, and only the shares registered in those shareholders’ names at that time will carry a right to vote at the meeting. This does not limit the right of eligible shareholders to appoint a proxy (or, if they are a company, a corporate representative).
- All shareholders of the Company entitled to attend and vote at the meeting are entitled to appoint a proxy to attend and vote for them instead.
- A proxy need not be a shareholder of the Company.
- A proxy form is enclosed and to be effective must be lodged at the registered office of the Company at least 48 hours before the meeting is due to begin (i.e. by no later than 10.30am on Thursday, 15 October 2015).
- A proxy will vote as directed in the proxy form or, if voting is left to the proxy’s discretion, then the proxy will decide how to vote on the resolutions.
- If you wish to appoint a director, as your proxy, the Company’s chairman (John McMahon) is willing to act on your behalf. If the chairman is appointed as proxy and the voting is left to his discretion, the chairman intends to vote in favour of each of Resolutions 1, 2 and 3.
- Representatives: A body corporate which is a shareholder may appoint a representative to attend the Annual Meeting on its behalf in the same manner as that in which it could appoint a proxy.
Explanatory notes in respect of the resolutions are set out overleaf.
By Order of the Board of Directors Solution Dynamics Limited
11 September 2015
Explanatory Note 1 – Re-Election of Director
Under Listing Rule 3.2.6 of the NZAX Listing Rules, and in accordance with the Company’s constitution, one third of the Company’s Directors must retire by rotation at the Annual Meeting. If the Directors are eligible, they may offer themselves for re-election by shareholders at the meeting. In this case, Mike Smith retires by rotation and, being eligible, offers himself for re-election by shareholders at the Annual Meeting.
Directors Biography – Mr Mike Smith, B.A.
Mike Smith has been a director of Solution Dynamics Limited since its listing in 2004 and served as chairman until 2006.
He has a degree in languages from Bristol University. After a short spell as a teacher he has spent the rest of his working life in the IT industry, specialising in systems design. Shortly after coming to New Zealand in 1986 as an IT consultant he joined NZI’s share registry division as systems manager.
He became Managing director of Computershare Investor Services Limited in 1991 and continued in this position for 16 years. He played a major role in the development of the paperless trading system known as Faster and is a respected figure in the New Zealand securities industry. He retired from full time employment in 2007.
Computershare is one of Solution Dynamics largest clients and provides registry services to the majority of New Zealand’s listed companies.
Explanatory Note 2 – Auditor’s Remuneration
Grant Thornton is automatically reappointed as the auditor of the Company under section 207T of the Companies Act 1993. This resolution authorises the Board to fix the fees and expenses of the auditor.
Explanatory Note 3 – Directors’ Remuneration
The Board recommends to shareholders that the maximum total pool of annual directors’ remuneration payable to all directors be increased by $40,000 from the present level of a total of $100,000 to a total of $140,000.
The proposed increase in total directors’ fees of $40,000 is intended to account for two factors. The first is an increase in the remuneration for directors, who have had no change to individual fees paid since 2007. The directors intend increasing the individual fee level by $5,000 each per annum.
The second is that while the current limit of $100,000 has sufficient capacity to allow the $5,000 increase to occur, it does not provide any ability to allow the appointment of additional directors or provide some ‘headroom’ to cover situations where the Board may decide to make payment to a director for assisting the Company in duties significantly over and above the normal directors’ duties. Such additional duties may include capital raisings, acquisitions or assisting on special projects undertaken by the executive team. If the additional remuneration is not required for these additional duties, it will not be used.