SEA
30/07/2014 09:08
MEETING
REL: 0908 HRS SeaDragon Limited
MEETING: SEA: SEA - Notice of Meeting of Shareholders - 18 August 2014
30 July 2014
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF SEADRAGON LIMITED
Notice is hereby given to all Shareholders that the Annual Meeting of
Shareholders (Meeting) of SeaDragon Limited (SeaDragon or Company) will be
held in the Rangimarie Room 1 at the Museum of New Zealand Te Papa Tongarewa
Conference Centre, 55 Cable Street, Wellington on Monday, 18 August 2014 at
1:30 pm.
Business
A. Chairman's Introduction
B. Managing Director's Review and Trading Update
C. Financial Statements
To receive and consider the financial statements and the auditors' report for
the year ended 31 March 2014 as contained in the Company's 2014 annual
report.
D. Resolutions
To consider, and if thought fit, to pass, the following ordinary resolutions:
Resolution 1 - Re-election of Dr. Doug Wilson as a Director of the Company
Dr. Wilson retires in accordance with NZX Main Board Listing Rule (Rule)
3.3.11 and the Constitution of the Company, and being eligible, offers
himself for re-election. Accordingly, the Shareholders of the Company are
requested to consider and, if thought fit, pass the following resolution as
an ordinary resolution:
"That Dr. Wilson be re-elected as a Director of the Company."
Resolution 2 - Re-election of Mr. Jeremy Curnock Cook as a Director of the
Company
Mr. Curnock Cook retires in accordance with Rule 3.3.11 of the Rules, and the
Constitution of the Company, and being eligible, offers himself for
re-election. Accordingly, the Shareholders of the Company are requested to
consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That Mr. Curnock Cook be re-elected as a Director of the Company."
Resolution 3 - Re-election of Mr. Patrick Geals as a Director of the Company
Mr. Geals retires in accordance Rule 3.3.6 and, being eligible, offers
himself for re-election. Accordingly, the Shareholders of the Company are
requested to consider and, if thought fit, pass the following resolution as
an ordinary resolution:
"That Mr. Geals be re-elected as a Director of the Company."
Resolution 4 - Auditor's Remuneration
That the Directors be authorised to fix the fees and expenses of Staples
Rodway as the Company's auditor and, if thought fit, pass the following
resolution as an ordinary resolution:
"That the Board of Directors of the Company be authorised to fix the
auditor's remuneration for the forthcoming year."
Resolution 5 - Directors' Remuneration
(a) That in accordance with Rule 3.5.1 and with effect from 1 September 2014,
the maximum aggregate amount of remuneration payable by the Company to
Non-Executive Directors (in their capacity as Directors) be increased from
$200,000 per annum to $225,000 per annum, such sum to be divided amongst the
Non-Executive Directors as the Directors from time to time deem appropriate;
and
(b) any remuneration payable to Non-Executive Directors may be payable either
in part or in whole by way of an issue of Equity Securities, as permitted by
Rules 3.5.1 and 7.3.8 and as detailed further in the Explanatory Notes to
this Resolution 5.
By Order of the Board
ENDS
Contact:
Malcolm Lindeque
Company Secretary
Telephone 03 547 0336
PROXIES AND REPRESENTATIVES
Shareholders may exercise their right to vote at the Meeting either by being
present in person or by appointing a proxy to attend and vote in your place.
A proxy need not be a Shareholder of the Company. A body corporate
Shareholder may appoint a representative to attend the meeting on its behalf.
A combined admission card and proxy form is enclosed with this Notice of
Meeting.
If you wish to vote by proxy you must complete and sign the proxy form and
send it to the Company's share registrars, Computershare Investor Services
Limited, no later than 48 hours prior to commencement of the Meeting. A reply
paid envelope is enclosed if mailing the proxy form from within New Zealand.
If you wish to deposit your proxy by fax, please send it to Computershare on
fax (09) 488 8787.
VOTING RESTRICTIONS
Pursuant to Rule 9.3.1, none of the Non-Executive Directors or any of their
Associated Persons (as those terms are defined in the Rules) shall be
entitled to vote on Resolution 5 in this Notice of Meeting, as the
Non-Executive Directors are intended to receive payments or benefit in
respect of the matter subject of that Resolution. The Non-Executive
Directors and their Associated Persons are also respectively precluded from
acting as a discretionary proxy of any other Shareholder entitled to vote on
Resolution 5, but may vote on Resolution 5 as a proxy if voting in accordance
with the appointing shareholder's express instructions.
EXPLANATORY NOTES
RESOLUTION 1: RE-ELECTION OF DR. DOUG WILSON AS A DIRECTOR
Dr. Doug Wilson is retiring by rotation and offers himself for re-election.
The Board has determined that Dr. Doug Wilson is a Non-Executive Director and
does not qualify as an Independent Director. The Board unanimously recommends
that shareholders vote in favour of his re-election.
Dr. Wilson is a New Zealand medical graduate, with post-graduate training at
the University of London, the University of Oxford and the Walter and Eliza
Hall Institute in Melbourne. Dr. Wilson was an Associate Professor at the
Auckland Medical School before joining the international pharmaceutical
industry with Boehringer Ingelheim in the United States, where he was Head of
Medical Research and interacted with the US Food and Drug Administration
(FDA). Dr. Wilson then became responsible for these functions worldwide,
while based in Germany. During his time working for Boehringer Ingelheim, Dr.
Wilson lead or was involved in teams that saw 10 drugs successfully launched
to the US market and many other drugs approved around the world.
Since returning to New Zealand, Dr. Wilson has been a consultant to the
biotech and healthcare industries. He is Chairman of the ASX listed
Phylogica, a drug discovery company in Perth. He is also an adviser to a
number of companies and consults for a major US group, Ferghana Partners,
which is based in New York and London.
Dr. Wilson has been involved with and has been an investor in MerSea Holdings
Limited (formerly SeaDragon Marine Oils Ltd) since 2004.
RESOLUTION 2: RE-ELECTION OF MR. JEREMY CURNOCK COOK AS A DIRECTOR
Mr. Jeremy Curnock Cook is retiring by rotation and offers himself for
re-election. The Board has determined that Mr. Curnock Cook is a
Non-Executive Director and does not qualify as an Independent Director. The
Board unanimously recommends that Shareholders vote in favour of his
re-election.
Mr. Curnock Cook is the Managing Director of Bioscience Managers and is a
former head of the Life Science Private Equity Team at Rothschild Asset
Management. He was responsible for the launch of the first dedicated
biotechnology fund for the Australian market and the launch of a joint
venture with Johnson & Johnson Development Corporation for the creation of
Healthcare Ventures, an investment vehicle dedicated to seed stage
investments in Europe, as well as the conception and launch of the
International Biotechnology Trust (IBT).
Prior to joining Rothschild, Mr. Curnock Cook founded the International
Biochemicals Group (IBG) in 1975. Following the successful sale of IBG to
Royal Dutch Shell in 1985, he managed the integration process into Shell
operations before being invited to join Rothschild in 1987.
Mr. Curnock Cook has served on many boards of directors in the healthcare and
medical sciences sector, including in the UK, Europe, USA, Canada, Japan and
Australia. Mr. Curnock Cook's currently held board positions are in the UK,
Australia and the USA.
RESOLUTION 3: RE-ELECTION OF PATRICK GEALS AS A DIRECTOR
Mr. Geals was appointed to the Board in July as a Non-Executive Independent
Director and in accordance with Rule 3.3.6, retires and offers himself for
re-election.
Mr. Geals spent over 15 years in the UK working in the pharmaceutical
industry for a number of multinational businesses, including: Novartis; Glaxo
(now GSK) and Forest Laboratories. His roles in such businesses spanned
regulatory, medical affairs, sales & marketing management and business
development.
In 1994, Mr. Geals moved to New Zealand and was Sales and Marketing Director
and Managing Director of Novartis New Zealand.
In 2002, Mr. Geals joined Fonterra as the Global Head of Fonterra Health and
Nutrition, a global business unit focusing on the development,
commercialisation and marketing of value-added ingredients for functional
foods and nutriceuticals. In this role, Mr. Geals was also a director and
Chairman of Lactopharma, a discovery and research vehicle focused on
components isolated from milk & colostrum and funded by Fonterra and Auckland
University through the Foundation of Research Science and Technology (now the
Callaghan Institute).
From mid-2005 until early 2010, Mr. Geals was the Chief Executive Officer of
New Zealand Organic Dairy Farmers Co-operative, and its commercial
subsidiary, Organic Dairy Limited. The start-up venture built and operated a
new organic cheese factory and exported cheese to Korea, the Middle East and
Australia.
In 2010, Mr. Geals and his partners started a new company, Dairy Nutrition
(NZ) Limited, a baby formula business tailored to export markets. Last year,
Mr. Geals joined New Zealand Trade and Enterprise, where he focuses on
assisting Food & Beverage, Pharmaceutical and Biotechnology companies improve
their export capabilities.
Mr. Geals has a BSc Honours from the University of Aberdeen and a
Post-Graduate Certificate in Human Nutrition (GCertScTech). from Massey
University. In addition, he has studied management, business strategy,
marketing and finance at INSEAD in France and at Henley Management School, in
England.
RESOLUTION 4: AUDITOR'S REMUNERATION
Staples Rodway 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.
RESOLUTION 5: DIRECTORS' REMUNERATION
Directors' remuneration has not increased since the reverse listing of the
Company on 12 October 2012. Shareholders are being asked to approve an
increase in the aggregate amount available for payment of Non-Executive
Directors' fees from the current amount of $200,000 per annum, to $225,000
per annum, to take effect from 1 September 2014.
The proposed increase in remuneration takes into account:
o the inflation that has occurred over the last 2 years;
o the addition of an Independent Director to the Board;
o the increased responsibility of Non-Executive Directors in chairing
sub-committees of the Board; and
o the need to set fees at a level that will assist in attracting and
retaining the highest quality Directors.
Rule 3.5.1 and the Company's Constitution require that the proposed increase
in Directors' remuneration be authorised by an ordinary resolution of
shareholders. In addition, the Rules provide that in the event of an increase
in the total number of Directors serving on the Company's Board, the
Directors may, without the authorisation of an ordinary resolution of the
Company, increase the total remuneration by such amount as is necessary to
enable the Company to pay to the additional Director or Directors
remuneration not exceeding the average amount then being paid to each of the
other Non-Executive Directors (other than the chairperson).
Resolution 5 also provides flexibility in the manner in which Directors' fees
may be paid. If Resolution 5 is passed, Directors' fees may be paid in full
or in part, by SeaDragon issuing the Directors Equity Securities rather than
cash. The Rules require that where Equity Securities are issued:
o The Equity Securities must be of a class already on issue;
o The issue of Equity Securities must be made after the end of the period or
half period to which the remuneration relates; and
o The issue price must be equal to the volume weighted average market price
of Equity Securities of that class over the 20 business days before the issue
occurs.
End CA:00253253 For:SEA Type:MEETING Time:2014-07-30 09:08:01