S/HOLDER: PGC: Confirmation of New Board of Directors Mandate sought

22 Feb 2010 12:55 pm

PGC 22/02/2010 S/HOLDER

REL: 1255 HRS Pyne Gould Corporation Limited

S/HOLDER: PGC: Confirmation of New Board of Directors Mandate sought

To Shareholders,

Confirmation of New Board of Directors Mandate sought from Shareholders

Background

A comprehensive review of the composition of the boards of Pyne Gould Corporation and its subsidiary businesses, MARAC and Perpetual, has been completed. The review was conducted to ensure that the boards of these distinct businesses comprise directors who have the requisite skills and experience needed to drive each of these businesses forward.

New separate boards have been created to meet the needs of:-

Pyne Gould Corporation (PGC) - the listed holding company for the group, which is ultimately responsible to shareholders. MARAC - the finance group involved in consumer and business lending with a stated objective of becoming a registered bank. Perpetual - comprising the trustee and asset management activities.

These new boards will be responsible for driving the businesses forward and ensuring their objectives are achieved.

The composition of the MARAC board has been a particular point of focus. In determining the composition of the MARAC board, Pyne Gould Corporation has been mindful of the strategic goal to take this business through to being a registered bank. PGC has selected individuals who have appropriate experience, integrity and skills, and also included a suitable range of skills on the board (rather than a concentration in a particular area). These are attributes which are important to the Reserve Bank.

Whilst the boards of MARAC and Perpetual will operate as separate entities they will ultimately report to the PGC Board.

Pyne Gould Corporation board

Of the previous PGC board, Warwick Steel stepped down prior to the Annual Meeting in October 2009, and Richard Elworthy and Stephen Montgomery in December 2009.

The current board now comprises Sam Maling, Bruce Irvine, George Kerr, Bryan Mogridge and CEO Jeff Greenslade (who was appointed Managing Director by the board in December).

Of that current board

Sam Maling will step down following the confirmation of the new board. Incumbent directors, Bruce Irvine, George Kerr and Bryan Mogridge have all indicated their willingness to continue, and are seeking confirmation from shareholders of their continued appointment. CEO Jeff Greenslade is seeking re-election as a director.

In addition, it is proposed to appoint one new independent director to the board. This is George Gould, who is standing for election.

Accordingly the proposed full composition of new PGC board is:

Bruce Irvine - existing director George Kerr - existing director Bryan Mogridge - existing director Jeff Greenslade - new director George Gould - new director

Once the composition of the board is confirmed (that is, following the special meeting of shareholders) that new board intends to meet to elect Bruce Irvine as chairman.

The CV's of the existing directors and proposed new directors are detailed in the notice of meeting enclosed.

A special meeting of shareholders is being held at 10am on Thursday, 4th March 2010, in the Limes Room, Christchurch Town Hall, 86 Kilmore Street, Christchurch, at which the incumbent directors will seek confirmation of their continued appointment, and resolutions to elect the proposed new appointees to the PGC board will be put to shareholders for their consideration and vote.

For your information:

MARAC

The new board of MARAC (as already appointed by Pyne Gould Corporation) is:

Jeff Greenslade Bruce Irvine Bryan Mogridge

plus the two new independent directors being:

John Harvey Michelle Smith

Perpetual

The new board of Perpetual (as already appointed by Pyne Gould Corporation) is:

John Duncan George Kerr Bruce Irvine Jeff Greenslade Bryan Mogridge

In addition, there is a separate corporate trust board. This separate corporate trust board is comprised of experienced professionals, and oversees the corporate trust business of Perpetual Trust. The members of this corporate trust board are independent from all other parts of the business. The members are:

Keith Familton Euan Abernethy Keith Rushbrook

PGG Wrightson

Bruce Irvine and George Gould will be the company's appointees to the board of the listed rural services group PGG Wrightson. Pyne Gould Corporation holds an 18.30% stake in the company.

Yours sincerely

Sam Maling Chairman Director CV's

Incumbent directors asking for confirmation of continued appointment:-

Bruce Irvine Bruce has been a director of Perpetual Trust since 1996 and was appointed to the PGC board in 2003.

Bruce is a professional director and formerly was a partner in the Christchurch office of Deloitte.

George Kerr George was appointed to the board in August 2008. Through Pyne Family Holdings Ltd George holds a shareholding of 14.9% in PGC.and participated in the recent capital raising.

He has spent his entire career in financial services and previously was Chairman of Brook Asset Management and Head of Investments at Sterling Grace Portfolio Management.

Bryan Mogridge Bryan became a director of MARAC Finance in 1992 and was appointed to the PGC board in 2003.

He held chief executive and senior management positions for 20 years and has been a director of NZSX-listed companies since 1984.

New directors standing for election:-

Jeff Greenslade Jeff was appointed CEO of MARAC in March 2009 and of Pyne Gould Corporation in June 2009. He was appointed Managing Director of PGC in December 2009.

Jeff has held senior roles in major banks in New Zealand.

George Gould George was previously a director of PGC from 1990 to 2004. He was Managing Director of Pyne Gould Guinness and led the merger with Reid Farmers and was Managing Director of South Eastern Utilities from 1994 to 2001.

He has extensive experience in the financial and rural services sectors and like George Kerr, George Gould is also a descendent of one of the founding families of PGC. He is currently a director of Orion New Zealand and Christchurch International Airport.

New directors for MARAC:-

John Harvey John is a director with considerable financial services experience. He has 35 years of professional experience, including 23 as a partner of PricewaterhouseCoopers. He was Managing Partner in Auckland for 8 years and retired in June 2009 to concentrate on directorships.

He is currently a director of a number of listed companies.

Michelle Smith Michelle is a professional director who previously held senior positions with Goldman Sachs and Ernst and Young in London. She has extensive experience in banking, particularly risk management and transactional processing.

New director for Perpetual

John Duncan John was appointed Chief Executive of Perpetual Asset Management in August 2009. John has had a long and successful career with the diversified international banking, financial advisory and investment services provider Macquarie Group, where he rose to the position of executive Director. End CA:00191476 For:PGC Type:S/HOLDER Time:2010-02-22:12:55:16

More announcements for PGC