Alex, I received an email from Dennis, the survey monkey thing, and have voted by proxy via the chairperson of the meeting, as I’m still away in Hamilton and won’t be at the meeting. It’s a bit of a worry if not everyone received that!
Regards Claire
From: Alex King via Ucol-shareholders Sent: Tuesday, 9 July 2019 2:04 PM To: Rainer Beneke Cc: UCOL shareholders Subject: Re: [Ucol-shareholders] Names in order listed in shareholdersregister
The rules surrounding shareholder meetings are at http://www.legislation.govt.nz/act/public/1993/0105/latest/DLM323288.html Our constitution is at https://app.companiesoffice.govt.nz/companies/app/service/services/documents... Some notes on that: The directors have not elected a chairperson, so a chairperson for the meeting will be decided by the shareholders themselves. The notice of meeting is 10 days in those rules (and 16.4 of our constitution). However Schedule 2 of our constitution states "in the event of a conflict between this Constitution and the Shareholders Agreement, the Shareholders Agreement will prevail." The UCOL agreement is a Shareholders Agreement, and section 16.3.2 of the UCOL Agreement states we need 5 days notice. Dennis sent out a notice to everyone. Did everyone get it? (I actually did not get one directly, I have only seen the one Frances forwarded. I wonder how many other people may not have got it?) There have also been emails to the list. Proxies and postal votes are allowed (assuming the other directors agree with postal votes). If you wish to appoint a proxy, or send a postal vote, you can do that by emailing ucoldunedin@gmail.com as soon as you can and by 5pm on Thursday at the latest. Regarding splitting votes, it is not common practice and not sanctioned by the legislation, our constitution or UCOL agreement, but it is not disallowed either. If we all agree to it I don't see why we could not do that. Likewise a person who is not the first listed on the share register can vote at the meeting (as long as the first listed doesn't also vote in a conflicting way) and as long as we agree to it. That is not disallowed by legislation, constitution or the UCOL agreement. Regarding a secret ballot, it is not common practice and is not mentioned by the legislation or any of our documents, but it is not disallowed either. (The options are a voice vote, a show of hands, or a poll if requested. The historical reason is that shareholder meetings are usually about accountability where the directors and management are accountable to the shareholders, and in that setting it's important to clearly demonstrate openness and that the proceedings aren't being manipulated by company officials. Secret ballots are typical of the election of people to political positions and occasionally as officers, not so much of shareholder resolutions.) A couple of shareholders have called for the vote to be a secret ballot, however. Given there is not a prohibition on that, we could agree to do that. Regarding the quorum at the meeting, the UCOL agreement uses the term "comprise 75% of those Shareholders entitled to vote". This was intended to mean 75% of the units with shareholders. So 75% of 23, which is 18 of the units. Technically the first named shareholder on the share register is the one entitled to vote, so we have: • 35 Shareholders • 23 shareholders entitled to vote (the first named in the case of joint shareholders) • 23 share allocations. (Rainer, you are the first named shareholder on your share allocation in our shareholder list, as sent by Dennis yesterday, so don't worry. I will update my voting spreadsheet to correct the order of shareholders and send it out again, but again, I think if the first named person is not present we can all agree the other shareholder can vote without needing a proxy form filled in.) Thanks, Alex On 8/07/19 6:20 pm, Rainer Beneke wrote: below the link to the shareholders registry
https://app.companiesoffice.govt.nz/companies/app/ui/pages/companies/4568032...
it has 'Shareholders in Allocation’, which is probably a term that should have been used at some places in our legal agreement… We have 23 allocations with 35 shareholders. The loans to the company are usually in the name(s) of the Allocation (of shares), using both shareholders names if there are two (but not always though).
That also doesn’t give an answer to the question if 2 shareholders in 1 allocations can split their vote...
I am even getting confused if I am able to vote for Marianne and me, as Marianne is not able to come to this Thursdays meeting?
My take on it is that we have given allocation so each allocation is for one unit, and that a single person buying one unit should have the same right as a couple buying an equivalent unit. (e.g. Alex = Frances&Sandy).
regards Rainer
Please call me if you need an urgent reply. Rainer Beneke +64 21 144 7700
rainer.ucol@gmail.com
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