Notice of Annual Meeting of Shareholders

VMob Group Limited
Notice of Annual Meeting of Shareholders

Notice is hereby given that the Annual Meeting of Shareholders of VMob Group Limited (the "Company") will be held at Seafarers Screening Room, 52 Tyler Street, Britomart, Auckland on Tuesday 11th August 2015 at 10.30am.

BUSINESS OF THE MEETING
1. Re-election of Phil Norman as Director

To consider and, if thought fit, pass the following resolution as an Ordinary Resolution of the Company:

Phil Norman retires in accordance with clause 7.7 of the Constitution of the Company and, being eligible, offers himself for re-election. Accordingly, the shareholders of the Company are requested to consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

“That Phil Norman be re-elected as a director of the Company in accordance with clause 7.7 of the Constitution of the Company.”

Phil Norman, Chairman and Non Executive Director. 
Term of Office: appointed as a Director on 23 August 2012.

Phil was the founding Chairman of Xero, one of New Zealand's most successful publicly listed technology companies, and retired from Xero’s Board in 2012. 
Phil's current governance appointments include the Independent Chairmanship of Loyalty New Zealand Limited (Fly Buys) and Chairman roles at Unleashed Software Limited, Straker Translations Limited and MyWave Holdings Limited. Phil is also a principal of CM Partners Limited, an independent capital markets advisory firm that specialises in assisting companies to list on the NXT market operated by NZX. 
Phil holds an MBA degree from Auckland University and is a Chartered Member of the Institute of Directors.

2. Re-election of Sean Joyce as Director

To consider and, if thought fit, pass the following resolution as an Ordinary Resolution of the Company:

Sean Joyce retires in accordance with clause 7.7 of the Constitution of the Company and, being eligible, offers himself for re-election. Accordingly, the shareholders of the Company are requested to consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

“That Sean Joyce be re-elected as a director of the Company in accordance with clause 7.7 of the Constitution of the Company.”

Sean Joyce, Non Executive Director. 
Term of Office: appointed as a Director on 10 June 2011.

Sean is a corporate and commercial lawyer with over 20 years’ experience in the corporate sector. He focuses on capital markets and securities laws, regulatory compliance, fund raising and offerings of various types of securities in New Zealand. 
Sean has been involved in a large number of IPO’s, reverse listings and takeovers in New Zealand and Australia and is also a principal of CM Partners Limited, an independent capital markets advisory firm that specialises in assisting companies to list on the NXT market operated by NZX. He is a non-executive director of a number of New Zealand listed companies and is also a non-executive director of New Zealand’s largest early child care provider. Sean holds Bachelor of Arts and Bachelor of Laws (Honours) degrees from Auckland University and is a Member of the Institute of Directors.

3. Election of Tim Cook as Director

To consider and, if thought fit, pass the following resolution as an Ordinary Resolution of the Company:

Tim Cook having being appointed by the Board during the year to fill a casual vacancy, will stand down, in accordance with clause 7.5 of the Constitution of the Company and, being eligible, offers himself for election. Accordingly, the shareholders of the Company are requested to consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

“That Tim Cook be elected as a director of the Company in accordance with clause 7.5 of the Constitution of the Company.”

Tim Cook, Non Executive Director. 
Term of Office: appointed as a Director on 11 February 2015.

Tim is Chairman of NZX listed Veritas Investments Limited and is Chairman of Auckland City BMW Limited, Team MINI Limited and Rolls Royce Motor Cars Auckland. He is also Chairman of SaferSleep NZ Limited, SaferSleep USA and The Auckland Heart Group, NZ’s, largest private cardiology practice. He is a Director of MyWave Holdings Limited and is a Chartered Member of the Institute of Directors. 

4. Re-appointment and Remuneration of Auditors

To consider and, if thought fit, pass the following resolution as an Ordinary Resolution of the Company:

“That Deloitte be appointed as the Auditors of the Company under section 200 of the Companies Act 1993, and the Board are authorised to fix their remuneration for the forthcoming year.”

  
PROXIES

All shareholders of the Company entitled to attend and vote at the meeting are entitled to appoint a proxy to attend and vote for them instead by signed notice in writing. A proxy need not be a shareholder of the Company. If you appoint a proxy you may either direct your proxy how to vote for you or you may give your proxy discretion to vote as he/she sees fit. If you wish to give your proxy discretion then you must mark the appropriate boxes on the form to grant your proxy that discretion. The Chairman of the Meeting and any Director are willing to act as proxy for any shareholder and if appointed as proxy intend to vote all discretionary proxies in favour of the relevant resolution. If you do not tick any box for a particular resolution, then your instruction for your proxy will be to abstain from voting.

A Proxy Form is enclosed and to be effective must be lodged at the Company’s Share Registrar in accordance with the instructions in the Notes to the Proxy Form accompanying this Notice of Meeting within at least 48 hours before the Annual Meeting is due to begin (i.e. before 10.30am on Sunday 9th August 2015).

ORDINARY RESOLUTION

An Ordinary Resolution means a resolution passed by a simple majority of the votes of shareholders of the Company entitled to vote and voting on the resolution.

VOTING

All persons registered on the Company’s register of shareholders as the holders of shares as at 5.00pm on Friday 7th August 2015 shall be entitled to vote at the Annual Meeting in person or by proxy.

MORE INFORMATION

If you have any questions or require further information in relation to this Notice of Meeting, please contact the Company’s CFO, Steven Allan, at steven.allan@vmoblive.com.

By Order of the Board of Directors

Phil Norman
CHAIRMAN