EXPLANATORY NOTE TO NOTICE OF ANNUAL MEETING
CHANGES TO CONSTITUTION

Agenda item 3.2 of the 2021 Annual Meeting is a special resolution relating to proposed changes to Ravensdown’s constitution.

The major change proposed is to the rotation and retirement of shareholder-elected directors (clauses 17.6 to 17.9).

The proposed change would require one-third of the shareholder-elected directors to retire each year (or the number nearest to one-third if the number of shareholder-elected directors is not a multiple of three). With six current shareholder-elected directors, this means two directors would be required to retire each year.

Currently, under the constitution, each shareholder-elected director must retire by rotation after a fixed term of three years in office. In 2021 this meant that three shareholder-elected directors were due for retirement in the same year.

The purpose of the proposed change is that it allows for the same number of shareholder-elected directors to retire each year rather than potentially a greater number of director retirements in some years than others. The Board believe this change will provide for more stable governance going forward.
Any director that is elected mid-term due to a casual vacancy will have a reduced term, requiring them to retire at the same time the person they replaced would have retired.

Retiring directors may stand for re-election, subject to the restrictions on tenure contained in the constitution.

A small number of minor tidy-ups to the constitution are also proposed.

A version of the Ravensdown constitution can be found here. This shows the specific wording of the proposed changes marked as tracked changes.

The marked-up version of the constitution showing the proposed changes is also available for inspection at Ravensdown’s office at 292 Main South Road, Hornby, Christchurch during normal business hours.

The proposed amendments do not affect the rights attached to Ravensdown shares. Nor do they impose or remove a restriction on Ravensdown’s activities, and accordingly no rights arise under section 110 of the Companies Act 1993.

Please feel free to contact Jennifer Goldsmith, Ravensdown’s General Counsel, if you have any questions relating to the proposed changes. Jennifer can be contacted by email at jennifer.goldsmith@ravensdown.co.nz or by telephone on 03 353 4640.