Notice of meeting and proxy form
Notice is hereby given that the annual meeting of shareholders of
Blis Technologies Limited (Company) will be held at the Dunedin
Public Art Gallery, Auditorium, 30 The Octagon, Dunedin, and
online at www.virtualmeeting.co.nz/blt22, on Thursday 21 July 2022
commencing at 11:00am (registrations will open at 10:30am).
MEETING
NOTICE OF
Business
The business of the Meeting will be:
1. Chairperson’s Address
Geoff Plunket
2. Chief Executive Officer’s Address
Brian Watson
3. Re-election of Dr Alison Stewart as a director
(Resolution 1)
To consider, and if thought fit, pass the following
Ordinary Resolution:
“That Dr Alison Stewart be re-elected as a director
f the Company.”
See Explanatory Notes
4. Election of Mr Tom Rönnlund as a director
(Resolution 2)
To consider, and if thought fit, pass the following
Ordinary Resolution:
“That Mr Tom Rönnlund be elected as a director of
the Company.”
See Explanatory Notes
5. Election of Ms Amelia (Aimee) McCammon as a
director (Resolution 3)
To consider, and if thought fit, pass the following
Ordinary Resolution:
“That Ms Amelia (Aimee) McCammon be elected as a
director of the Company.”
See Explanatory Notes
6. Auditors (Resolution 4)
To record that Deloitte are reappointed as auditors
of the Company in accordance with section 207T of
the Companies Act 1993 and if thought fit, to pass the
following Ordinary Resolution:
“That the Directors be authorised to fix the
remuneration of the auditors for the ensuing year.”
7. Other business
To consider any other ordinary business which may
properly be brought before the Meeting.
Blis Technologies Limited
Notice of
Annual Meeting.
Virtual Annual Meeting
Shareholders will be able to attend the Meeting in person, or,
alternatively, will be able to attend and participate at the Meeting
virtually via an online platform provided by the Company’s share
registrar, Link Market Services at www.virtualmeeting.co.nz/blt22.
Shareholders attending and participating in the Meeting virtually via the
online platform will be able to vote and ask questions during the Meeting.
More information regarding virtual attendance at the Meeting (including
how to vote and ask questions virtually during the Meeting) is available
in the Virtual Annual Meeting Online Portal Guide, which is available at
https://bcast.linkinvestorservices.co.nz/FPH/VMOnlineGuideBLT.pdf
Proxies
All shareholders are entitled to attend and vote at the Meeting or to
appoint a proxy to attend and vote in their place.
A proxy need not be a shareholder of the Company. Enclosed with this
notice of Meeting is a proxy/corporate representative form. If you wish,
you may appoint “The Chair of the Meeting” as your proxy or as an
alternative to your named proxy. The Chair of the Meeting intends to vote
all discretionary proxies in favour of the relevant resolution.
For the appointment of a proxy to be valid, the form must be lodged
at the Company’s Share Registry, Link Market Services, by any of the
methods specified on the proxy form (being online, by scanning and
emailing, post or delivery), to be received no later than 48 hours before
the start of the Meeting (that is, by 11:00am on Tuesday 19 July 2022).
Postal voting is not permitted.
Corporate Representatives
A body corporate which is a shareholder may appoint a person to attend
the Meeting on its behalf in the same manner as that in which it could
appoint a proxy. The form to appoint a proxy/corporate representative
must be signed on behalf of the body corporate by a person acting under
the body corporate’s express or implied authority.
Voting
Resolutions 1,2 3, and 4 are ordinary resolutions (Ordinary
Resolutions). In order for them to be passed, they require the affirmative
vote of a simple majority, being more than 50% of the votes cast by those
shareholders entitled to vote and who vote in person or by proxy.
By order of the Board of Directors
Geoff Plunket
Chair
21 June 2021
Explanatory Notes.
In these explanatory notes, references to ‘Listing Rules’ are to the
NZX Listing Rules.
1. ROTATION OF DIRECTORS
1.1 The Listing Rules state that Directors must not hold office
(without re-election) past the third annual meeting following the
Director’s appointment, or three years, whichever is longer.
1.2
Ac
cordingly, Dr Alison Stewart retires by rotation. Mr Tony
Offen also retires by rotation at this Meeting and, as previously
announced, has decided not to seek re-election. As such, he will
retire from the Board at the Meeting. The Board thanks Tony for
his outstanding contribution to the Board over the last 13 years.
2. RESOLUTION 1
Re-election of Dr Alison Stewart
2.1 Alison was appointed as a director of Blis
Technologies Limited in September 2018.
Alison was appointed to the Remuneration
Committee in 2019 and became Chair of
the Remuneration Committee in July 2020.
2.2
Alison has held key executive leadership roles in New Zealand
and US corporates and understands the drivers for successful
commercialisation of research.
2.3
Alison is an experienced research and innovation leader with
expertise in microbe-based product development, patents, IP
protection, new product pipeline and development of strategic
partnerships with large international corporations.
2.4 Alison is a Distinguished Emeritus Professor from Lincoln
University and was elected a Companion of the NZ Order of Merit
in 2011 for her contributions to biology.
2.5
These de
tails will also be available on the Company’s website:
www.blis.co.nz/pages/corporate-governance
2.6
The Board has determined that Alison is an Independent Director
for the purposes of the Listing Rules and supports her re-election
as a director.
3. RESOLUTION 2
Election of Mr Tom Rönnlund
3.1 Mr Rönnlund is the CEO of Probi AB. Mr
Rönnlund was appointed by the Board
in accordance with clause 11.2 (b) of the
constitution on 22 July 2021.
3.2
Under the Listing Rules, any Director
appointed by the Board during the year shall hold office until
the commencement of the next annual meeting, when they will
cease to hold office and, being eligible, may put themselves
forward for election at that meeting.
3.3
Accordingly, Mr Rönnlund ceases to hold office at the Meeting
and offers himself for election by shareholders.
3.4
Further details in relation to Mr Rönnlund are set out below.
These details will also be available on the Company’s website:
www.blis.co.nz/pages/corporate-governance
Mr Tom Rönnlund
3.5
Tom is currently CEO of Probi AB, a world leading Swedish listed
biotechnology company. Founded in Lund in 1991, Probi today is
one of the largest and leading global probiotic companies.
3.6
Tom joined the Board of Blis Technologies Limited in July 2021.
3.7
Bef
ore joining Probi AB in January 2019, Mr Rönnlund served as
CEO of Navamedic ASA, a listed Norwegian Pharma and medtech
company.
3.8
Tom has more than 20 years experience working in the
healthcare industry, and has held several positions in sales,
marketing and general management at IQVIA and in international
biopharmaceutical companies such as Bristol-Myers Squibb and
Eli Lilly.
3.9
He has a Mas
ter’s degree in Business Administration and
Economics from Stockholm University.
3.10
C
urrent governance roles include being an independent director
at Bonnier Healthcare AB (Sweden), Vital Nutrients Holdings LLC
(USA) and International Probiotics Association (Europe).
3.11
The Board has determined that Tom is not an Independent
Director due to his role as CEO of Probi, which is a substantial
product holder of Blis Technologies Limited.
3.12 The Board supports his re-election as a director.
4. RESOLUTION 3
Election of Ms Amelia (Aimee) McCammon
4.1 Ms McCammon was identified through
the search process as providing a mix of
capabilities being sought and the Board
fully supports her election. Ms McCammon
was appointed by the Board in accordance
with clause 11.2 (b) of the Constitution on 21 October 2021.
4.2
Under the Listing Rules, any Director appointed by the Board
during the year shall hold office until the commencement of the
next annual meeting, when they will cease to hold office and,
being eligible, may put themselves forward for election at that
meeting.
4.3
Accordingly, Ms McCammon ceases to hold office at the Meeting
and offers herself for election by shareholders.
4.4 Further details in relation to Ms McCammon are set out below.
These details will also be available on the Company’s website:
www.blis.co.nz/pages/corporate-governance
Ms Amelia (Aimee) McCammon
4.5
Aimee is curr
ently CEO NZ at Augusto Group, an entertainment,
advertising and technology company.
4.6
She joined the Bo
ard of Blis Technologies Limited in October
2021.
4.7
C
urrent governance roles include being an independent director
at Flick Electric and on the Advisory Board for Pic’s Peanut
Butter.
4.8 Aimee is an experienced strategist and brand builder with deep
knowledge of consumer marketing. Her brand experience spans
an array of New Zealand’s power brands including Whittaker’s,
Toyota, Lotto, Tourism NZ and 42 Below.
4.9
Ov
er the past decade she has also held senior management roles
at Peter Jackson’s Park Road Post Production, Assignment Group
and Trade Me, following a successful career with the Saatchi &
Saatchi network that spanned Wellington, Auckland and New
York.
4.10
Aimee has a B.Com fr
om Auckland University , and has
completed leadership training at the Omnicom University in
Shanghai. She also completed the IOD Directors’ Training Course
in 2019.
4.11
The Bo
ard has determined that Aimee is an Independent Director
and the Board supports her re-election as a director.
Physical Address
Blis Technologies Limited
Ground Floor
442 Moray Place
Dunedin 9016
Postal Address
PO Box 2208
Dunedin 9044
New Zealand
Email
info@blis.co.nz
Telephone
+64 3 474 0988
www.blis.co.nz
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LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/BLT
Scan & email:
meetings@linkmarketservices.com Mail:
Use the reply paid
Deliver: envelope or address to :
Link Market Services Link Market Services
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online
General Enquiries
+64 9 375 5998 | mailto:enquiries@linkmarketservices.com
PROXY FORM/ADMISSION CARD FOR BLIS TECHNOLOGIES LIMITED 2022 ANNUAL MEETING
Notice is hereby given that the Annual Meeting of Shareholders of Blis Technologies Limited (the Company) will be held at the Dunedin Public Art Gallery,
Auditorium, 30 The Octagon, Dunedin on Thursday, 21 July 2022, commencing at 11:00am. If you will attend the Meeting, please bring this form to
assist with your registration. If you will not attend the Meeting but wish to be represented by proxy, please complete and return this form (in accordance
with the lodgement instructions above) to Blis Technologies Limited share registry, Link Market Services, by no later than 11:00am, Tuesday 19 July
2022. Shareholders are also able to attend the Annual Meeting online via the Link Market Services Virtual Annual Meeting platform at
www.virtualmeeting.co.nz/blt22. If you will be attending online, you will require your Holder Number for verification purposes.
Appointment of proxy
All shareholders are entitled to attend and vote at the meeting or to appoint a proxy and vote in their place, unless specifically excluded, in the case of a
corporate shareholder, a representative to attend and vote instead of him/her and that proxy or representative need not also be a shareholder. If you wish,
you may appoint “The Chair of the Meeting” as your proxy or as alternative to your named proxy. The Chair of the Meeting intends to vote all discretionary
proxies in favour of the relevant resolution.
Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each resolution. If you return this form
without directing the proxy how to vote on any particular matter, the proxy may vote as he/she thinks fit or abstain from voting. If you make more than one
election in respect of a resolution your vote will be invalid on that resolution. If this Proxy Form is returned duly signed by a Shareholder with voting
instructions included, but without specifying a person that is appointed as proxy, the Chairperson is deemed to be the proxy for the purpose of that form,
but only to vote to the extent of the voting instructions provided.
Attending the meeting
If you wish to vote in person, you should attend the Meeting. Please bring this Proxy Form/Admission Card with you to the Meeting to assist with
your registration.
A corporation which is a Shareholder may appoint a representative to attend the Meeting on its behalf in the same manner as it could appoint a proxy. A
proxy does not need to be a shareholder of the Company.
Signing instructions for proxy forms
Individual
This Proxy Form must be signed by the shareholder or his/her/its attorney duly authorised in writing.
Joint Holding
In the case of a joint shareholding, this Proxy Form may be signed by either, or on behalf of, the joint shareholder (or their duly authorised attorney).
Power of Attorney
This Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority certified by a Solicitor,
Justice of the Peace or Notary Public must be received at the office of Link Market Services Limited, in any manner as per the instructions below
Corporate Shareholder
In the case of a corporate shareholder, this Proxy Form must be signed by a director or a duly authorised officer acting under the express or implied
authority of the shareholder, or an attorney duly authorised by the shareholder.
Go online to https://investorcentre.linkmarketservices.co.nz/voting/BLT to appoint your proxy
PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder(s) of Blis Technologies Limited hereby appoint:
________________________________________________________of ______________________________________________________
(full name of proxy) (full address)
Or
________________________________________________________of ______________________________________________________
(full name of proxy) (full address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held on Thursday 21 July 2022 and at any adjournment
of that meeting and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at
the meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy will vote on each resolution as he/she sees fit, or may abstain
from voting. The proxy is appointed only in respect of the above meeting or any adjournment thereof.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your behalf
during a poll and your votes will not be counted computing the required majority, for that item.
BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:
Tick () in box to vote
ORDINARY RESOLUTIONS For Against Abstain Discretion
1. That Dr Alison Stewart be re-elected as a director of the Company.
2. That Mr Tom Rönnlund be elected as a director of the Company.
3. That Ms Amelia (Aimee) McCammon be elected as a director of the Company.
4. That the Directors be authorised to fix the remuneration of the auditors for the ensuing year.
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Shareholders’ Meeting (either in person or via the virtual meeting platform at www.virtualmeeting.co.nz/blt22 will
have the opportunity to ask questions during the Meeting. If you cannot attend the Annual Shareholders’ Meeting but would like to ask a question, you
can submit a question online by going to https://investorcentre.linkmarketservices.co.nz/voting/BLT and completing the online validation process or
complete the question section below and return to Link Market Services. Questions will need to be submitted by 11:00am on Tuesday 19 July 2022. The
Board will address and answer questions at the Annual Meeting.
STEP 4: SIGN: SIGNATURE OF SHAREHOLDER(S)
This section must be completed
Shareholder 1 Shareholder 2 Shareholder 3
or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name ___________________________________________ Contact Daytime Telephone _______________________ Date ____________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.
Question:
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Corporate Markets
Before you begin
Ensure your browser is compatible.
Check your current browser by going to
the website: whatismybrowser.com
Supported browsers are:
To attend and vote you must have your
securityholder number and postcode.
Appointed Proxy: Your proxy number will
be provided by Link before the meeting.
Please make sure you have this
information before proceeding.
Virtual Meeting
Online Guide
•Chrome – Version 44 & 45 and after
•Firefox – 40.0.2 and after
•Safari – OS X v10.9 & OS X v10.10 and after
•Internet Explorer – 11
and up
•Edge – 92.0 and up
Virtual Meeting Online Guide
Step 2
Log in to the portal using your full name, mobile
number, email address, and participant type.
Please read and accept the terms and conditions
before clicking on the blue ‘Register and Watch
Meeting’ button.
Note: If you close your browser, your session will
expire and you will need to re-register. If using the
same email address, you can request a link to be
emailed to you to log back in.
1. Get a Vot
ing Card
To register to vote – click on the
‘Get a Voting Card’ button.
This will bring up a box which looks like this.
If you are an individual or joint securityholder you
will need to register and provide validation by entering your
securityholder number and postcode.
If you are an appointed Proxy, please enter the
Proxy Number issued by Link in the PROXY DETAILS section.
Then click the ‘SUBMIT DETAILS AND VOTE’ button.
Once you have registered, your voting card will appear with
all of the resolutions to be voted on by securityholders at
the Meeting (as set out in the Notice of Meeting). You may
need to use the scroll bar on the right hand side of the
voting card to view all resolutions.
Securityholders and proxies can either submit a
Full Vote or Partial Vote.
Step 1
Open your web browser and go to
https://www.virtualmeeting.co.nz/blt22
Link Group Virtual Meeting Online Guide • 2
•A live webcast of the Meeting starts automatically
once the meeting has commenced. The meeting slides
will be transitioned throughout the webcast. If the
webcast does not start automatically please press the
play button and ensure the audio on your computer or
device is turned on.
•At the bottom – buttons for ‘Get a Voting Card’,
‘Ask a Question’ and a list of company documents to
download
Link Group Virtual Meeting Online Guide • 3
Full Votes
To submit a full vote on a resolution ensure you are in the
‘Full Vote’ tab. Place your vote by clicking on the ‘For’, ‘Against’, or
‘Abstain’ voting buttons.
Partial Votes
To submit a partial vote on a resolution ensure you are in the
‘Partial Vote’ tab. You can enter the number of votes (for any or all)
resolution/s. The total amount of votes that you are entitled to vote for
will be listed under each resolution. When you enter the number
of votes it will automatically tally how many votes you have left.
Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-
voted portion will be submitted as No Instruction and therefore will not be counted.
Once you have finished voting on the resolutions scroll down to
the bottom of the box and click on the ‘Submit Vote’ or
‘Submit Partial Vote’ button.
Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you
have already made will be saved for the next time you open up the voting card. The voting card will appear on
the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.
You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’. This will reopen the voting card
with any previous votes made.
At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide
windows advising the remaining voting time. Please make any changes and submit your voting cards.
Once voting has been closed all submitted voting cards cannot be changed.
The ‘Ask a Question’ box will then pop up with
two sections for completion.
In the ‘Regarding’ section click on the drop down arrow and
select the category/resolution for your question.
Click in the ‘Question’ section and type your question and
click on ‘Submit’.
A
‘View Questions’ box will appear where you can view
your questions at any point. Only you can see the
questions you have asked.
If your question has been answered and you would like to
exercise your right of reply, you can submit another
question.
Contact us
New Zealand
T 0800 200 220
E meetings@linkmarketservices.co.nz
Note that not all questions are guaranteed to be
answered during the Meeting, but we will do our
best to address your concerns.
3. Downloads
View relevant documentation in the
Downloads section.
4. Voting closing
Voting will end 5 minutes after the
close of the Meeting.
At the conclusion of the Meeting a red bar with a
countdown timer will appear at the top of the Webcast
and Slide screens advising the remaining voting time. If
you have not submitted your vote, you should do so now.
Virtual Meeting Online Guide continued
2. How to ask a question
Note:
Only verified Securityholders, Proxyholders and
Corporate Representatives are eligible to ask questions.
If you have yet to obtain a voting card, you will
be prompted to enter your security holder
number or proxy details before you can ask a
question. To ask a question, click on the ‘Ask a
Question’ button either at the top or bottom
of the webpage.
Link Group Virtual Meeting Online Guide • 4
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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