V B HOLDINGS LIMITED - South Pacific Stock Exchange

V B HOLDINGS LIMITED
(A public listed company in South Pacific Stock Exchange)
REGISTERED
OFFICE
366 GRANTHAM RD
SUVA
Notice of Annual General Meeting of VB Holdings Limited
FIJI ISLANDS.
POSTAL
G.P.O. BOX 450
SUVA
FIJI ISLANDS
PHONE:
Notice is hereby given that the 67thAnnual General Meeting of Shareholders of
the VB Holdings Limited will be held at Boardroom, 366 Grantham Road, Suva
on 4th June 2015 commencing at 10 Am for the purpose of transacting the
following business;
Explanatory Notes containing information in relation to each of the following
resolutions accompanies the Notice of Meeting.
AGENDA
+679 3381555
General Business:
EMAIL:
[email protected]
Minutes of the Previous Meetings held on 9th April 2014
To receive, consider and adopt the Minutes of the previous Annual General
Meeting held on 9th April 2014 as correct record of the Meeting.
SPSE CODE:
VBH
BANKERS:
WESTPAC
SUVA
PROPERTY
AND
FLEET
MANAGEMENT
COMPANY
Ordinary Business:
Item 1 Adoption of Financial Statements for year ended 31st December 2014
To receive, consider and adopt the Audited Financial Position and
Comprehensive Income Statement and the reports of the Directors and
Auditors, for the year ended 31st December 2014.
Item 2 Election of Directors
To consider and if thought fit, pass the following resolutions as ordinary
resolutions:
(a) Mr S M Sukhu retires by rotation in accordance with Article 96 of the
company’s constitution and being eligible, offers himself for re-appointment as
a director of the company.
(b) Mr Devanesh Sharma
The Board of Directors appointed Mr. Devanesh Sharma on 27th October
2014 to the board to fill a casual vacancy created by the resignation of Mr.
Rama Kant Lakhan in accordance with Article 102 of the Company’s
Constitution, and being eligible offers himself for re-appointment as a Director
of the Company.
V B HOLDINGS LIMITED
(A public listed company in South Pacific Stock Exchange)
REGISTERED
OFFICE
366 GRANTHAM RD
SUVA
FIJI ISLANDS.
Item 3 Appointment of Auditors
The Board proposes that M/s. Ernst & Young, Chartered Accountants, be
appointed auditors of the company for 2015 and that the Board be authorized
to fix their remuneration.
POSTAL
G.P.O. BOX 450
SUVA
FIJI ISLANDS
Other Business:
Any other business brought up in conformity with the Articles of Association of
the company.
PHONE:
+679 3381555
By order of the Board of Directors.
EMAIL:
[email protected]
SPSE CODE:
VBH
BANKERS:
WESTPAC
SUVA
PROPERTY
AND
FLEET
MANAGEMENT
COMPANY
(Bob) N.Niranjan
Company Secretary
12th May 2015
V B HOLDINGS LIMITED
(A public listed company in South Pacific Stock Exchange)
REGISTERED
OFFICE
366 GRANTHAM RD
SUVA
FIJI ISLANDS.
POSTAL
G.P.O. BOX 450
SUVA
FIJI ISLANDS
Explanatory Notes
This Explanatory Note is intended to provide shareholders with sufficient
information to assess the merits of the resolutions contained in the Notice of
Annual General Meeting.
The Directors recommend Shareholders read this Explanatory Memorandum in
full before making any decision in relation to the Resolutions.
The following information should be noted in respect of the various matters
contained in the Notice of Meeting.
PHONE:
+679 3381555
EMAIL:
[email protected]
SPSE CODE:
VBH
BANKERS:
WESTPAC
SUVA
Item 1 Adoption of Financial Statements for year ended 31 December 2014
The Audited Financial Position and Comprehensive Income Statement and the
reports of the Directors and Auditors included in the 2014 Annual Report is for
the shareholders to read prior to the meeting.
As stipulated in the Articles of Association of the company, it is a requirement
that the shareholders present at the AGM receive and adopt the Audited
Financial Position and Comprehensive Income Statement and the reports of the
Directors and Auditors of the company.
The Chairman of the meeting will allow a reasonable opportunity for
shareholders to ask relevant questions about, or make comments on these
reports. Shareholders will be given a reasonable opportunity to ask the
company/auditor questions about the conduct of the audit and the content of
the Directors’/Auditor’s Report. Questions that cannot be answered at the AGM
needs to be addressed through a market announcement by the company within
a reasonable timeframe.
PROPERTY
AND
FLEET
MANAGEMENT
COMPANY
Item 2 Election of Directors
The Board proposes that Mr S M Sukhu and Mr Devanesh Sharma be appointed
as directors of the Company. The Board considers that each nominee possesses
attributes necessary for the development of the Company.
V B HOLDINGS LIMITED
(A public listed company in South Pacific Stock Exchange)
REGISTERED
OFFICE
366 GRANTHAM RD
SUVA
FIJI ISLANDS.
POSTAL
G.P.O. BOX 450
SUVA
FIJI ISLANDS
PHONE:
+679 3381555
EMAIL:
[email protected]
(a)
Mr S M Sukhu
Mr Sukhu has been the chairman of VBH since 2013 and an Independent
Director for 20 years. His father was a founding shareholder of VBH. He is an
Accountant by profession and a retired civil servant. He has been a prominent
member of Suva Football Association. He joined VBH in 1995 as a Director and
since then he is on the board.
(b) Mr Devanesh Sharma
Mr Devanesh Sharma Joined VBH as an Independent Director in October
2014. He is a prominent member of the legal fraternity. Mr. Sharma was the
President of the Fiji Law Society from 2006-2007 and is a Notary Public of Fiji.
He completed his law Degree at Victoria University and was admitted to the Bar
in New Zealand in 1988. He has been a Corporate Banker and Legal Auditor in
New Zealand, also has experience in mortgage portfolio management. Mr.
Sharma, being a Professional & successful Lawyer in Fiji, brings extensive legal
knowledge and experience to the board.
Item 3 Appointment of Auditors
The Board proposes that M/s. Ernst & Young be appointed auditors of the
Company for 2015 and that the Board be authorized to fix their remuneration.
SPSE CODE:
VBH
BANKERS:
WESTPAC
SUVA
Pursuant to Section 162 of the Companies Act, every company shall, at each
annual general meeting, appoint auditor or auditors to hold office from the
conclusion of that, until the conclusion of the next, annual general meeting. The
section also stipulates that the remuneration of the auditors may be fixed by
the directors of the company upon approval from shareholders in a general
meeting.
Proxies
PROPERTY
AND
FLEET
MANAGEMENT
If you are unable to attend and vote at the meeting and wish to appoint a
person who is attending as your proxy, please complete the enclosed form of
proxy. This form must be received by the company by Tuesday 2nd June 2015.
Proxy forms received later than this time will be invalid. A member entitled to
attend and vote is entitled to appoint a proxy. A proxy need not be a member
of the company.
COMPANY
The completed form of proxy may be:
1. Mailed to “VB Holdings Limited, G P O Box 450, Suva Fiji.” Or
2. Faxed to +679 3370050
V B HOLDINGS LIMITED
(A public listed company in South Pacific Stock Exchange)
REGISTERED
OFFICE
366 GRANTHAM RD
Form of Proxy
SUVA
VB Holdings Limited
FIJI ISLANDS.
ANNUAL GENERAL MEETING
POSTAL
G.P.O. BOX 450
SUVA
FIJI ISLANDS
I/We……………………………………………………………………………………………..................
of…………………………………………………………………………………….............................being
a
PHONE:
+679 3381555
EMAIL:
[email protected]
member/members
of
VB
Holdings
Limited
hereby
appoint
…………………………………………………………………………………….............................of
………………………………………………………………………………………………...or
failing
that
…………………………………………………………………............................................
of
………………………………………………………………………………………………..
as my/our proxy
to vote on behalf at the Annual General Meeting of the Company, to be held at
SPSE CODE:
10 AM on Thursday, 4th June 2015 and at any adjournment thereof.
VBH
As
BANKERS:
WESTPAC
witnessed
to
my/our
hands
this…………day
of……………....2015
at..............................
SUVA
……………………………………………...............
Signature of Member
………………………………………………........
Signature of Witness
PROPERTY
AND
FLEET
MANAGEMENT
COMPANY
……………………………………………...............
Name of Member
……………………………………………….........
Name of Witness
V B HOLDINGS LIMITED
(A public listed company in South Pacific Stock Exchange)
Voting on Business at the General Meeting
Resolution
For
Against
Abstain
To adopt the Minutes of the previous Annual General
Meeting held on 9th April 2014 as correct record of the
Meeting.
To adopt the Audited Financial Position and Comprehensive
Income Statement and the reports of the Directors and
Auditors, for the year ended 31st December 2014.
Re-election of Mr S M Sukhu.
Re-election of Mr Devanesh Sharma.
Appointment of auditors of the company for the year
ending 2015 and that the Board be authorized to fix their
remuneration.
Please note: If you mark the abstain box for a particular Resolution, you are directing your
proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not
to be counted in computing the required majority on a poll. A member may direct a proxy
how to vote by marking one of the boxes opposite each item of business. Where a box is
not marked the proxy may vote as they choose. Where more than one box is marked on an
item the vote will be invalid on that item.