Notice of Annual Meeting 2011
14 September 2011
Notice is hereby given that the 2011 Annual Meeting of Sealegs Corporation Limited (“Company”) will be held at the Company’s premises, 5 Unity Drive South, Albany, Auckland, New Zealand on Friday 23 September 2011, commencing at 3.00pm.
BUSINESS TO BE TRANSACTED
Presentation of the Annual Report for the year ended 31 March 2011 together with the auditor’s report.
To consider, and if thought fit, to pass the following ordinary resolutions, which are resolutions passed by a simple
majority of the votes of shareholders entitled to vote and voting on each resolution:
1. To authorise the appointment of Charles Mark Broadley as a director of the Company.
Mark Broadley was appointed as a director of the Company by the Board on 16 February 2011. Pursuant
to clause 11.5 of the constitution of the Company, and Listing Rule 3.3.6 a director appointed by the Board
shall hold office only until the next annual meeting but is eligible for election at that meeting.
The Board considers that Mark Broadley does not qualify as an independent director under the Listing
2. To re-elect Ronald James Hill as a director in accordance with the Company’s constitution.
James Hill retires by rotation and, being eligible, offers himself for re-election. (See profile below).
The Board considers that James Hill qualifies as an independent director under the Listing Rules.
3. To record that Ernst & Young is automatically reappointed as auditor of the Company
pursuant to section 200 of the Companies Act 1993 and to authorise the directors to fix the auditor’s
By order of the board of directors
EXPLANATORY NOTES TO THE RESOLUTIONS
1. RESOLUTION 1: ELECTION OF DIRECTOR
1.1 In accordance with the Constitution, Mark Broadley was appointed as a director by the board. Accordingly
his appointment ceases at the meeting, but he is eligible for election at the meeting.
1.2 Mark is the current Chief Executive Officer of the Company. He has an extensive career in the investment
banking and private equity industry both in Europe and Asia where he worked with UBS, HSBC and NM
Rothschild & Sons. He was formerly Chief Financial Officer of the Hong Kong and Shanghai Hotels Group
and currently serves as an Independent Non-Executive Director of L’Occitane International.
1.3 For the purposes of Listing Rule 3.3.2, the board considers that Mark Broadley does not qualify as an
independent director under the Listing Rules.
2. RESOLUTION 2: RE-ELECTION OF DIRECTOR RETIRING BY ROTATION
2.1 In accordance with the Listing Rules and the Constitution of the Company, James Hill retires by rotation.
James Hill, being eligible, seeks reappointment.
2.2 For the purpose of Listing Rule 3.3.2, the board considers that James Hill qualifies as an independent
director under the Listing Rules.
2.3 James Hill is a member of the New Zealand Institute of Chartered Accountants and an Accredited Fellow of
the the Institute of Directors. He was Managing Partner of KPMG’s Auckland practice and was also involved
in the corporatisation of both The Yellow Bus Company and Metrowater, serving on the Boards of both
companies (being the first Chairman of Metrowater). He was also the Chairman of Manukau Water Limited
and on the Board of Transit NZ. James is a director of four private companies (being Chair of two) and is
the Acting Chair of a Crown Entity. He also has governance roles with several charitable organisations.
2.4 Maurice Bryham retires by rotation at the meeting in accordance with the Listing Rules and Constitution of
the Company. Maurice Bryham does not seek reappointment.
PROXIES AND CORPORATE REPRESENTATIVES
A shareholder entitled to vote at the meeting may appoint another person (who need note be a shareholder) as
a proxy to attend and vote on their behalf. A form is enclosed for appointment of a proxy. If you wish to appoint a
proxy please read the notes at the bottom of the proxy form carefully.
In the case of a corporation appointing a representative to attend the meeting to vote on its behalf, a copy of the
enclosed form, completed as if that representative were a proxy, together with a certified copy of the resolution
passed by the corporation, appointing the representative, must be received by the Company at least 48 hours
before the meeting.