Constitution of The New Zealand Refining Company Limited
Under the Companies Act 1993
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Constitution of The New Zealand Refining Company Limited
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Defined terms, and interpretation 5
Defined terms 5
Interpretation 7
Part II 8-
The Act and the Rules 8
The Act 8
Incorporation of Rules 8
Rules prevail 8
Compliance with Rules 8
NZX Rulings 8
Effect of failure to comply 8
Changes to Rules 8
Part III 9-
Rights Of Holders Of Securities 9
Rights 9
Alteration of Shareholders' Rights 9
Part IV 10-
Shares: Issues; Calls; Forfeiture; Surrender; Lien; Acquisition; Redemption; Financial Assistance; Minimum Holdings 10
Power to Issue Shares 10
Convertible Securities 10
Options 10
Consolidation and subdivision 10
Bonus issues 10
Treasury Stock 11
Third party 11
Calls on Shares 11
Forfeiture of Shares 12
Surrenders of Shares 13
Lien 13
Acquisition and redemption of Shares by Company and financial assistance 14
Minimum Holdings 14
Part V 15-
Transfers, Transmissions and General 15
Transferor is deemed to remain holder until registration of transfer 15
Board's refusal to register transfers of Shares 15
No other restrictions 151515
Suspension of registration 151515
Return of unregistered Transfers 16
Transmission of Shares 16
Transfer of Securities other than Shares 16
Part VI 17-
Distributions to Shareholders 17
Satisfaction of Solvency Test 17
Restriction on certain Dividends 17
Persons to whom Distribution payable 17
Dividends may be paid by automatic payment or by cheque 17
No interest on Distributions 17
Deductions from Distributions 17
Unclaimed Distributions and other moneys 17
Shares in lieu of Dividends 18
Calls in advance do not carry right to participate 18
Authorisation of Dividends 18
Transfer does not pass right to any Distribution declared after such transfer 18
Part VII 19-
Shareholders' Powers and Meetings 19
Exercise of powers reserved to Shareholders 19
First Schedule 19
Annual Meeting 19
Special Meetings 19
Shareholders entitled to notice of meeting 19
Notice of meeting 20
Contents of notice 20
Irregularities in notice 20
Proxies and corporate representatives 20
Quorum 21
Adjournments 22
Chairperson of meetings of Shareholders 22
Minutes 22
Votes of Shareholders 23
Voting restrictions 23
Votes of overseas protected persons or joint members and service of notices overseas 24
Polls 24
Declaration by Chairperson to be conclusive evidence of fact 25
Equality of Votes - no casting vote 25
Part VIII 26-
Directors 26
Directors' shareholding qualifications 26
Appointment and number of Directors 26
Continue in office 26
Board to Confirm Independence 26
Timing of Determination 26
Company to obtain necessary information 26
Number of Directors may be increased or reduced 262626
Part IX 358.8
Powers of Directors to fill casual vacancy or appoint additional Directors
272726
8.9
Rotation of Directors
27
8.10
Directors may be removed by Ordinary Resolution
27
8.11
Office of a Director vacated in certain cases
27
8.12
Vacancies and reduction of numbers
272727
8.13
Nominations and voting
282827
8.14
Managing Director(s)
28
8.15
Alternate Directors
292928
8.16
Directors' remuneration
29
8.17
Transactions involving Directors' self interest
30
8.18
Proceedings of Directors
31
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Indemnity and Insurance 35
Indemnity for Directors and Employees for costs 35
Indemnity for Directors and Employees for liability 35
Insurance 35
Liability 35
Definition 36
Part X 37-
Contracting by the Company 37
Method of contracting 37
Governing law 37
Part XI 38-
Accounts 38
Accounts to be kept 38
Financial Statements etc to be made out yearly 38
Appointment of Auditors 38
Part XII 39-
Electronic Communications 39
Electronic Communications 39
Receipt of Electronic Communications 39
Part XIII 40-
Liquidation 40
Liquidation of the Company 40
Assets may be distributed 40
Definition 40
Commissions to be ratified by Shareholders 40
The New Zealand Refining Company Limited issued this content on 21 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 21 April 2016 04:07:11 UTC
Original Document: http://www.refiningnz.com/media/105231/constitution_of_nzr_-_may_2016_review__marked_up_version_.pdf