Proposed changes to EROAD Constitution
Due to changes to the NZX Listing Rules which apply to EROAD with effect from 1 July 2019 (the “New Listing Rules”), EROAD is proposing to amend its constitution.
The proposed changes are marked-up in the Constitution of EROAD Limited.
Shareholders will vote on these changes by way of a special resolution, i.e., by a majority of 75% or more of the votes of those shareholders entitled to vote and voting on the resolution in person or by proxy.
The amendments to the constitution are procedural in nature as a result of EROAD’s transition to the New Listing Rules on 1 July 2019 and reflect the following:
- including an express statement that EROAD shall comply with the minimum Board composition requirements of the NZX Listing Rules;
- amending the clauses relating to the rotation of directors to cross refer to the requirements set out in the NZX Listing Rules;
- amending the procedure allowing for the sale of securities held in less than a minimum holding so as to provide for those securities to be sold on market (including through a broker on behalf of EROAD), rather than through NZX or in some other manner approved by NZX;
- removing the specific quorum for a meeting of an interest group, so that the quorum for such a meeting is consistent with other meetings of shareholders; and
- removing the requirement to have EROAD’s auditor act as the scrutineer of polls conducted at Annual Shareholders’ Meetings, as a third party, EROAD’s share registrar, will be conducting these polls and therefore a scrutineer is not considered necessary.
- If any of the provisions of the updated constitution are inconsistent with the New Listing Rules (as amended by any waiver or ruling granted to EROAD), the New Listing Rules will prevail. A copy of the New Listing Rules is available at www.nzx.com.
The proposed alterations to EROAD’s constitution do not impose or remove a restriction on the activities of EROAD, and accordingly no rights arise under section 110 of the Companies Act 1993.
The Board unanimously recommends shareholders vote in favour of the amendments to EROAD’s constitution.