Wellington Combined Taxis shareholders request special general meeting to remove current board members.

Below is a letter sent to shareholders of Wellington Combined Taxis from their board:

15 June 2009

The Shareholders Wellington Combined Taxis Ltd

Wellington

Re — Petition dated 1 June 2009 suggesting the Board of WCT have breached the company constitution regarding our ‘Franchise Fleet’ and has a petition signed by 26 shareholders requisitioning the company to hold a ‘special general meeting.’ The petition has 7 resolutions and asks for the removal of all of the current board members.

Dear Shareholders

Recently many of you will have been approached by members of our company who have alleged that your current Board has breached the ‘company constitution’ by allowing a franchise fleet to operate within the company without seeking a special resolution from our 2008 AGM that, they argue, requires a 75% majority vote to be carried. This assertion is incorrect.

Firstly please find attached a copy of the minutes recorded by our company solicitors Buddle Findlay that relates to the proposed Franchise fleet as discussed at the AGM Aug 2008.

The Board has received its legal opinion from our solicitors regarding the commencement of the franchise vehicles. Our Board minutes indicated that the maximum number of vehicles was between 10/20, this in fact has been recorded incorrectly, as discussed at our AGM the maximum number was set at 10 not 20.

Also please find attached an explanation from our solicitors explaining the legality of being to operate the Franchise vehicles without reguiring a special resolution with a 75% majority acceptance.

Franchise Vehicle Numbers (Company Contracts)

The current Franchise Vehicles numbers tend to vary week by week has operated at peak a maximum of 7 vehicles and as low as 2 vehicles in any given week; Management has calculated that there have been 3.34 franchise lease vehicles on average operated weekly since 22nd October 2008. The lease revenue earned from these franchise vehicles is paid directly to Wellington Combined Taxis Ltd.

Your current Board is well aware of the severe current recession that has affected all of our members, and I would like to say that every Board member is very focussed on this issue and is working very hard to gain every opportunity to maximize work for all members of our company. This clearly is the worst recession that I can recall in all my 30 odd year within our industry.

How will the Franchise Vehicles have an effect on your Incomes?

(a) Out of our fleet of 442 vehicles with an average additional 3.34 vehicles works out to be 0.75% increase in our fleet size assuming they are all working?

(b) This may at a worst case scenario affect you by less that 1% of your income or disadvantage you by less than I x job in excess of 8 days. If you are earning $300.00 per day, this will equate to less than $3.00.

So what are the benefits of having these Franchise Vehicles to our Company?

(a) Well we are all well aware of what the current share price of a WCT share is valued at. We are also well aware that we have many investors who contribute greatly to WCT and help to determine the current share value that affect all of our Shareholders.

(b) This Franchise program offers investors a level of security by being able to provide any potential investor with small pool of lease’s that will encourage them to invest in WCT and knowing that their investment is able to generate income immediately and will help to attract further investment into WCT in order to maintain our share value for the benefit of all our shareholders.

(c) Any new franchisee must have an Eco friendly vehicle in order to join, thus helping reduce our carbon footprint which saves shareholder expenditure by way of reducing our Carbon Neutral Offsetting funding.

(d) When approached by suitable opposition taxi candidates we need to provide some certainty that will encourage them to join WCT by being able to provide immediate employment. It is not reasonable to suggest to potential candidates that they should come and join WCT and then inform them that we do not have a position available in our company for them.

(e) These Franchisees are transferred into a WCT lease position as soon as one is available.

(f)  This also offers the Company a chance to evaluate the character of these persons prior to becoming permanent members of our Company.

I note that Joe McMillan, in his newsletter to (selected) shareholders, admits that he did not confirm the figures? And that his projected income figures are factually and totally WRONG! In our opinion.

Petition suqqests Removal of all Board Members

The petition is suggesting that because of the breach constitution that all current Board members should be removed. Well that decision is always left in the hands of our Shareholders, you know at times we all forget and sometimes just take for granted all the positive initiatives that occur in the company and how some tend to just focus on negative and often nonexistent issues only and disregard all the positive developments that the Board has accomplished.

And when the tough times occur like we are now experiencing with the severe downturn in the economy, others come along with their own political agenda and prophecies’ and exaggerate any perceived faults (factual or not) and of how they can always things so much better; and of course these people never want to acknowledge the good work of their Board simply because it does not fit with their own political agenda.

Attached please find a list of some of the current Board’s achievements over the previous 6 years in office, and can I say that every Board member has worked together extremely diligently for the sake of all of our members, and this is why we believe we have been able to achieve so much together. Every Board member has proven themselves to be very conservative with their expenditure of Shareholders funds. As mentioned before we are fully aware of the downturn in our economy and we must all understand that there are no ‘magic bullet’ solutions to these times, however we have to make every effort to provide the best service our customers to avoid any slippage. The Board is also currently looking at ways to reduce expenditure as quickly as it can without affecting our productivity or professionalism.

The taxi industry always tends to get hit very hard during any downturn in the economy so it is no time for coups, our focus must be on retaining our client base by providing top class service, and if we all do this we will prosper.

The Board recognises that with all of the world’s publicity surrounding greenhouse gas emissions. This has been paramount in the minds of your current Board for a long time and we have taken decisive action by investing in our ‘Carbon Zero’ initiative that makes this company, making our Company the first and only taxi service in New Zealand with this service and possibly the world, to become carbon zero TM certified. This we believe, and are sure with the right marketing, will give us a huge market advantage for those who are genuinely passionate and concerned about environmental issues, there are many of these people within central and local Government as well as the corporate and the private sector business.

Thanks to so many Shareholders who have endorsed, encouraged and acknowledged our achievements so far, we look forward to serving you as best we are able to in the future with your approval.

Regards

John McDonald (Chairman)

For and Behalf of all Wellington Combined Ltd Members of the Board.

A reminder of some of the things this Board has actually achieved thus far

Some of your Boards achievements during the previous six years’.

This Board collectively have been around for the last six years, so for those who were not here for that time period or for those who may have conveniently forgotten I would like to outline some of the Boards achievements.

(a) When we first arrived on the Board we had cash flow problems — we were struggling to pay our bills — The Board got to grips with this and dramatically reduced expenditure.

(b)   The previous Board’s Directors fees were in the vicinity of $400,000 we are currently spending between annually on Directors Fees.

(c) Revived Taxi-Charge.

(d) The Share value when we arrived was between; $40,000 – $42,000 per share currently the average prices are currently selling at between; $75,000 – $80,000.

(e) Members were constantly complaining about the lost contacts (jobs) on their Raywood System, this Board invested in a new communications on Mt Victoria which has eliminated about 80% of our lost contacts (jobs), at a cost about $75,000. (No additional cost on our levies).

(f) Turned the company from loss into profit.

(g) Implemented a monthly newsletter to all members to ensure members are kept up to date (previous Board sent out a newsletter at odd intervals).

(h) Reviewed and changed company rule book to lift standards in our fleet.

(i)  Negotiated an attractive company cell phone deal with Telecom for all members.

(j)  Members were paying out of their own pockets for the cost of running the in car Smart-Taxi units; this Board changed all this to have our customers cover these costs and not our members.

(k) Complete re-branding to our ‘blue’ from the previous ‘yellow & black’ livery, which proved to be a huge success at no additional levy costs to our members.

(I) Gained the Te Papa dedicated taxi stand for our members.

(m)         Added the $ 1-00 surcharge from fare gained from our dedicated stands.

(n) Changed attitudes in Combined Finance Ltd when dealing with our members, (friendlier attitudes).

(o) Introduced EFT-Pos that have attracted more customers at no additional costs to our members.

(p) Introduced Call Centre Manager (Kevin Dorgan) part of our progression to improve the call centre productivity.

(q) Implemented comprehensive training program to lift standards in fleet, to retain and gain additional customers.

(r) Purchased the Building (146 — 148 Adelaide Rd) which is now freehold.

(s) Paid out two tax free dividends to Shareholders (dividends had never been paid out previously by any previous Board).

(t) Introduced the cab /flag program as part of marketing program and to give members additional income.

(u) Introduced our ‘Carbon ZeroTM program’ as part of our marketing framework and look to gain further business from this.(No additional levy costs to our members).

(v) Removed the Shareholder who was working to set up an opposition taxi organisation.

(w)         Include WCT logos on TaxiCharge service orders for the Wellington Region.

(x) Designed and manufactured Log Book holders to include LTNZ information that will reduce infringement notices for our members

(y) The Board in conjunction with the NZ Taxi Federation has persuaded the Wellington City Council to initiate a trial allowing taxis access the of some Bus Lanes in Wellington, with the view to gaining permanent acceptance from WCC and the possibility of having access extended to other Bus Lanes.

(z) Spruced up our current premises to make our Company image more professional.