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Spark New Zealand : AGM Minutes 2021Opens in new window

12/13/2021 | 06:58pm EDT

Spark NZ Board Meeting No 82 - Documents for Execution

Minutes of the 2021 Annual Meeting of Shareholders of

Spark New Zealand Limited ("Spark")

Date:

5 November 2021

Time:1.00pm

Venue:Online via the Virtual Annual Meeting portal at virtualmeeting.co.nz/spark2020 and by telephone from New Zealand by dialling 0800 448 986 or Australia by dialling 1800 572 288

Number of 43 voting attendees, 130 total attendees shareholders

in attendance:

Apologies: None

Preliminary

The Chair, Ms Justine Smyth:

  • addressed shareholders and acknowledged their support and understanding as COVID disrupted Spark's plans resulting in the 2021 Annual Meeting is being held as virtual only;
  • declared a quorum of shareholders present online and the meeting open;
  • outlined the meeting agenda; and
  • introduced the directors and members of the leadership squad appearing virtually and in person, noted the presence of Spark's auditors, lawyers and share registrar, Link Market Services, who were to act as scrutineer for the purpose of the polls.

Chair's Address

In her opening, the Chair acknowledged that 2021 was, like 2020, a year defined by COVID-19 and she expressed her gratitude, on behalf of the Board, for the perseverance and commitment of all Spark people.

In her review of Spark's FY21 performance, the Chair outlined Spark's achievements which demonstrated the resilience of the business, underpinned by a strategy that will continue to support future growth.

As part of the Chair's address Spark reaffirmed EBITDAI and dividend guidance for the FY22 financial year.

The Chair spoke to the sustainability framework, addressing the three focus areas: a sustainable Spark; economic recovery and transformation; digital equity, and how each are vital for the long-term success of Spark's business and New Zealand.

The Chair spoke to Spark's continued long-term commitment to diversity and inclusion with the ambition to achieve 40:40:20 representation Spark-wide by the end of FY23 and Spark's commitment over the coming year to improve cultural and ethnic diversity and reduce the gender pay gap.

Minutes of Spark New Zealand Limited's 2021 Annual Meeting

1

155

Spark NZ Board Meeting No 82 - Documents for Execution

The Chair touched on Spark's health and safety obligations as New Zealand transitions away from Alert Levels to a world of living with Covid in the community and spoke to Spark's strong support of the Government's vaccination programme.

The Chair noted Ms Barrass and Mr Havercroft were up for re-election as directors of Spark and offered her full support. The Chair acknowledged Pip Greenwood's contribution to the Board and noted that she had resigned effective at the conclusion of the Annual Meeting.

The Chair ended by thanking the CEO and the people of Spark for their hard work and dedication and thanked her fellow directors for their support.

CEO's Review

The CEO thanked the Chair and addressed shareholders.

The CEO noted that Spark delivered a strong financial result in FY21, despite the headwinds presented by Covid and spoke to the key highlights that underpinned the financial result in what was the first year of the new 3-year strategy.

The CEO spoke to the future, the critical role that technology plays, the acceleration of digital transformation driven by COVID, the challenges of climate change and how Spark is focussed on growing the digital economy and ensuring Aotearoa can reap the full benefits it will bring. The CEO further spoke to the investment in critical infrastructure that will enable businesses to innovate and improve efficiency, including emerging technologies like 5G, IoT, and AI.

The CEO spoke about digital inclusion and the power of Technology to break down barriers and create barriers for those who can't afford the connectivity or devices they need to access it, or who don't have the skills to use it, or who don't trust it. The CEO called on the New Zealand business community, and on the Government, to work in together with the community sector to bridge this divide.

The CEO repeated and recommitted to the FY23 ambition for Spark and in closing thanked shareholders, customers, Spark people and our communities for their continued support.

Resolutions

The Chair then moved to matters requiring resolution as outlined in the Notice of Annual Meeting and declared that a poll on each resolution would be held. The Chair explained that all resolutions were to be considered as ordinary resolutions. She reiterated the process for asking questions from the telephone and online platform.

Resolution 1: That the Directors of Spark are authorised to fix the auditor's remuneration.

The Chair put the resolution to the meeting. There were no questions raised on the resolution.

Resolution 2: That Ms Alison Barrass is re-elected as a director of Spark.

The Chair advised that Ms Barrass was retiring by rotation and seeking re-election, and that the Board unanimously supported her re-election. The Chair invited Ms Barrass to address the meeting.

The Chair put the resolution to the meeting. There were no questions raised on the resolution.

Resolution 3: That Mr David Havercroft is re-elected as a director of Spark.

Minutes of Spark New Zealand Limited's 2021 Annual Meeting

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156

Spark NZ Board Meeting No 82 - Documents for Execution

The Chair advised that Mr Havercroft was retiring by rotation and seeking re-election, and that the Board unanimously supported his re-election. The Chair invited Mr Havercroft to address the meeting.

The Chair put the resolution to the meeting. There were no questions raised on the resolution.

Shareholder Discussion

The Chair invited general questions from shareholders. There was one question from the telephone and several questions from the online platform. Matters raised by shareholders included:

  • Spark Sport revenue and subscriber numbers.
  • Telecommunication scams.
  • Customer experience.
  • Hybrid annual general meetings.
  • Diversity and inclusion targets.

Polls

The Chair thanked all for their attendance and support throughout 2021 and announced that the results of the polls would be publicly available following the close of the meeting.

The meeting (except for the vote counting and scrutineering) finished at approximately 1.45pm.

The results of the polls were announced to the Stock Exchanges later that day. All resolutions were passed.

Details of the total number of votes cast in person or by a proxy holder on a poll were:

Resolution

For

Against

Abstain

1. That the directors

1,159,937,422 (99.95%)

525,829 (0.05%)

1,216,510

are authorised to fix

the auditor's

remuneration.

2.

That

Ms

Alison

1,149,852,573 (99.18%)

9,487,716 (0.82%)

2,339,472

Barrass is re-elected

as a director of Spark.

3.

That

Mr

Charles

1,176,135,760 (99.81%)

2,195,860 (0.19%)

2,789,275

Sitch is re-elected as

a director of Spark.

Minutes of Spark New Zealand Limited's 2021 Annual Meeting

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157

Spark NZ Board Meeting No 82 - Documents for Execution

Details of the manner in which shareholders directed their proxies to vote at proxy close (and included above) were:

For

Against

Discretionary

Abstain

proxies

1. That the directors

1,150,334,032

525,829

8,543,798

1,198,687

are authorised to fix

the auditor's

remuneration.

2. That

Ms

Alison

1,140,424,624

9,486,809

8,358,112

1,332,801

Barrass is re-elected

as a director of Spark.

3. That

Mr

David

1,062,872,138

87,929,068

8,363,574

1,437,566

Havercroft

is re-

elected as

a

director

of Spark.

Confirmed as a correct record.

Ms J Smyth -08/12/2021Chair of8:53thep.mMeeting.

Dated:

Minutes of Spark New Zealand Limited's 2021 Annual Meeting

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158

Disclaimer

Spark New Zealand Ltd. published this content on 13 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 December 2021 23:57:02 UTC.


© Publicnow 2021
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