New Zealand King Salmon Investments Limited logo

Notice of Annual Shareholders’ Meeting

AGM15 October 2017NZKConsumer Staples

Dear Shareholder
We invite you to join us for the Annual Meeting of the

Shareholders of New Zealand King Salmon Investments Limited

(“NZKS”), to be held at:

Where: Marlborough Convention Centre,

42A Alfred St, Blenheim 7201, in Wairau room

When: Tuesday 7 November 2017 at 1:00 pm

After the business has concluded you are welcome to join

members of the Board and Management for light refreshments.

Please bring the enclosed voting form and attendance slip to the

meeting to assist with your registration.

If you cannot attend, I encourage you to complete and lodge the

proxy form in accordance with the instructions on the back so

that it reaches Computershare by 1:00pm (New Zealand time)

on Sunday 5 November 2017.

NOTICE OF

ANNUAL MEETING

OF SHAREHOLDERS

2017

RESOLUTIONS
05

01

That the Board is authorised to

x the auditor’s

remuneration for the coming year.

To consider, and if thought

t, to pass the following ordinary resolutions:

A.

CHAIRMAN’S

ADDRESS

B.

MANAGING

DIRECTOR’S

ADDRESS

C.

ORDINARY

RESOLUTIONS

D.

GENERAL

BUSINESS

02

Having retired by rotation, that Paul Steere be re-elected

as a Director.

03

Having retired by rotation, that Jack Porus be re-elected

as a Director.

04

Having been appointed during the year by the Board and

holding o‹ ce only until the Annual Meeting, that Xin

Wang be elected as a Director.

Subject to the approval of resolution 4, that the maximum

total pool of Directors’ remuneration payable by NZKS to

Directors (in their capacity as Directors) be increased by

$65,000 per annum from $400,000 per annum to $465,000

per annum with immediate e› ect, with such sum to be

divided amongst the Directors as the Board may from time

to time determine.

Further information relating to these resolutions is set

out in the Explanatory Notes accompanying this Notice

of Meeting. Please read and consider the resolutions

together with the notes.

By order of the Board.

John Ryder

Chairman

16th October 2017

ITEMS OF BUSINESS

John Ryder

Chairman

EXPLANATORY NOTES
THESE NOTES FORM PART OF THE NOTICE OF ANNUAL MEETING

ORDINARY RESOLUTION 1:

APPOINTMENT AND REMUNERATION OF AUDITOR

Section 207T of the Companies Act 1993 provides that a

company’s auditor is automatically re-appointed unless there

is a resolution or other reason for the auditor not to be re-

appointed. The Company wishes Ernst & Young to continue as

the Company’s auditor, and Ernst & Young has indicated its

willingness to do so.

Section 207S of the Companies Act 1993 provides that the fees

and expenses of the auditor are to be

xed in such a manner

as the Company determines at the Annual Meeting. The Board

proposes that, consistent with past practice, the auditor’s fees

be

xed by the Directors. The Board unanimously recommends

that shareholders vote in favour of Resolution 1.

ORDINARY RESOLUTION 2 & 3:

RE¥ELECTION OF DIRECTORS

The NZX Main Board Listing Rules require that at least one third

of the Directors or, if their number is not a multiple of three,

then the number nearest to one third, shall retire from o‹ ce at

the Annual Meeting each year, but shall be eligible for re-election

at that meeting. The Directors to retire are those who have been

longest in o‹ ce since their last election, with the exception of

Grant Rosewarne as an Executive Director nominated by the

Board (pursuant to clause 26.1(c) of the Constitution).

Two Directors are required to retire at this meeting. Each of the

Directors, other than Xin Wang, was reappointed by the Board

on 21 September 2016. The Board has resolved that Jack Porus

and Paul Steere will retire at the Annual Meeting. Jack and Paul,

each being eligible, o› er themselves for re-election and the

Board unanimously supports the re-election of Jack and Paul.

Jack Porus

NON¥EXECUTIVE DIRECTOR

Term of O ce: Appointed Director on 23 September 2008,

re-appointed Director on 21 September 2016

Board Committees: Member of the Nominations &

Remuneration Committee

BCom, LLB

Jack has been a director of New Zealand King Salmon since

2008. Jack is Joint Managing Partner of law

rm Glaister

Ennor which he joined in 1972. Jack has practiced in all areas

of property law, commercial law, trusts and estate planning

and is an experienced mediator. Jack is currently the chairman

of Pinnacle Life Limited and a director of Neil Corporation

Limited, Norfolk Mortgage Management Limited as well as other

substantial private businesses, and is a trustee of numerous

personal and charitable trusts. Jack is a nominated appointee

for major New Zealand King Salmon shareholder Oregon Group

and the Board has therefore determined that he is not an

independent director.

Paul Steere

INDEPENDENT

NON¥EXECUTIVE DIRECTOR

Term of O ce: Appointed Director on 23 September 2008,

re-appointed Director on 21 September 2016

Board Committees: Chair of the Audit & Risk Management

Committee and member of the Nominations & Remuneration

Committee

Paul was the founding CEO of New Zealand King Salmon from its

formation to 2009 and has been a director of New Zealand King

Salmon since 2009. Paul has a background in manufacturing,

international trade and fast moving consumer goods having

previously held senior executive positions with a British

multinational including in Hong Kong and Singapore before

joining the NZ Dairy Board as a General Manager for eight years.

Paul is currently a director of ASX listed Clean Seas Seafood

Limited, Chairman of Nelson Airport Limited, a Councillor of

Nelson Marlborough Institute of Technology and a director of

other substantial private businesses. He served on the National

Board of New Zealand Red Cross and its Foundation from 2003

to 2013. The Board has determined that Paul is an independent

director.

longest in o‹ ce since their last election, with the exception of

Grant Rosewarne as an Executive Director nominated by the

Board (pursuant to clause 26.1(c) of the Constitution).

Two Directors are required to retire at this meeting. Each of the

Directors, other than Xin Wang, was reappointed by the Board

on 21 September 2016. The Board has resolved that Jack Porus

and Paul Steere will retire at the Annual Meeting. Jack and Paul,

each being eligible, o› er themselves for re-election and the

Board unanimously supports the re-election of Jack and Paul.

next Annual Shareholders Meeting. If shareholders approve
resolution 5, the increased fee pool will apply until such time as

this amount may be further altered by an ordinary resolution of

shareholders.

The Board reviews its fees to ensure NZKS’ non-executive

Directors are fairly remunerated for their services, recognising

the level of skill and experience required to ful

l the role and

to enable NZKS to attract and retain talented non-executive

Directors. The process involves benchmarking against a group of

peer companies.

The fee pool is to be divided amongst the Directors at the

discretion of the Board. The current annual Directors’ fees, set

prior to NZKS’ listing are as follows:

• Chairman $95,000 (including Committee responsibilities)

• Non-executive Directors $55,000

• Chairman of the Audit & Risk Management Committee

$10,000

• Chairman of the Nominations & Remuneration Committee

$5,000

• Audit & Risk Management Committee Member $5,000

• Nominations & Remuneration Committee Member $2,500

NZKS will disregard any votes on Ordinary Resolution 5 by:

1. Any Director of NZKS; and

2. Any Associated Person of any Director of NZKS,except

where any such vote is cast by the Director or one of their

associates as proxy for a person who is entitled to vote

and the Director or that associate votes in accordance

with express instructions to vote for or against a particular

resolution on the proxy form.

ORDINARY RESOLUTION 4:

ELECTION OF DIRECTOR APPOINTED SINCE THE LAST

ANNUAL MEETING

Pursuant to clause 25.2 of the Constitution, Directors who have

been appointed by the Board may hold o‹ ce only until the next

Annual Meeting, and be then eligible for election.

Xin Wang was appointed during the year by the Board and o› ers

herself for election. The Board unanimously supports the election

of Xin Wang.

Xin Wang

NON¥EXECUTIVE DIRECTOR

Term of O ce: Appointed Director on 28 February 2017

Ms. Wang became part of the Board in 2017. Ms. Wang is the

General Manager of Strategy Management Department and

Corporate Development Department at China Resources

Enterprise, Limited. Ms. Wang was previously the Assistant

General Manager of China Resources Ng Fung Limited, in charge

of strategy and corporate development. She joined China

Resources Group in 2010. Prior to that, she was with McKinsey

& Company. She holds a B.S. degree from Fudan University,

an MBA degree from Kellogg Business School, Northwestern

University and a Master’s degree from University of Illinois at

Chicago. Xin is a nominated appointee for New Zealand King

Salmon shareholder China Resources Ng Fung Limited, and the

Board has therefore determined that she is not an independent

director.

ORDINARY RESOLUTION 5:

INCREASE IN THE FEE POOL OF DIRECTORS’ FEES

This resolution seeks shareholder approval to increase the

maximum aggregate amount of remuneration (“fee pool”) that

may be paid each year to the Directors of NZKS for their services

as Directors by $65,000 per annum, from $400,000 per annum

to $465,000 per annum, taken together. Shareholder approval is

required under NZX Listing Rule 3.5.1.

This increase re¬ ects the appointment of an additional Director

during the 2017

nancial year and provides the Board with a

remuneration fee pool considered appropriate to remunerate

a Board of six non-executive Directors, including for associated

committee work. If resolution 4 (Election of Xin Wang as a

Director) is not passed by shareholders, the Board does not

intend to put resolution 5 to the meeting.

The existing fee pool of $400,000 was approved prior to NZKS’

initial public o› ering and listing in 2016. Actual Board fees paid

during the 2017

nancial year were $364,515, with the current

fees applying from the time of listing, and including fees paid

to Jack Porus and Paul Steere for additional work required in

preparation for the initial public o› ering.

The aggregate remuneration paid to non-executive Directors

and the manner in which it is apportioned amongst Directors

is currently reviewed annually, with any proposed increase in

the aggregate pool put to shareholders for approval at NZKS’

ELIGIBILITY TO VOTE
Any shareholder whose name is recorded in the NZKS share

register at 5pm on Friday 3 November 2017 is entitled to attend

the Annual Meeting and vote either in person or by proxy (subject

to the time limits for returning Voting Forms).

ORDINARY RESOLUTIONS OF

SHAREHOLDERS

An ordinary resolution is a resolution approved by a majority of

more than 50% of votes of those shareholders entitled to vote

and voting on the resolution.

Voting on all resolutions put before the meeting shall be by way

of poll. Shareholders are encouraged to cast a postal or online

vote or appoint a proxy to exercise their vote on their behalf if

they cannot attend the meeting in person. Your rights to vote

may be exercised by:

a)Attending and voting in person; or

b)Postal or online voting: The Board has determined that

postal voting is permitted. Postal voting instructions are

included in the Voting Form which accompanies this Notice

of Annual Meeting. You can cast a postal vote online, or

complete and send the Voting Form by post or fax so that


your vote is received by the share registrar no later than

1:00pm on Sunday 5 November 2017.

The Chief Financial Officer, Andrew Clark, has been

authorised by the Board to receive and count postal votes


at the meeting.

c)Appointing a proxy (or representative) to attend and vote in

your place: The proxy need not be a shareholder of the

Company. The form of appointment of a proxy and voting

instructions accompany this Notice of Annual Meeting. You

can appoint a proxy online or complete the Voting Form,

including the proxy appointment and return the proxy

Voting Form by post or fax so that it is received by the share

registrar by no later than 1:00pm on Sunday 5 November

2017.

You may appoint the Chair of the meeting as your proxy.

The Chair of the meeting intends to vote any discretionary

proxies in favour of the resolutions, other than resolution

5.If your named proxy does not attend the meeting or you

have ticked the proxy discretion box but not named a proxy,

you will be deemed to have appointed the Chair of the

meeting as your proxy.

ATTENDANCE & VOTING

RSVP and questions in advance of the meeting

Please ‡ll out and return the RSVP form by 31 October 2017

by using the enclosed pre-paid envelope if you are planning

to attend the Annual Meeting.

To assist NZKS’ Board to provide answers to questions from

shareholders, NZKS is o›ering a facility for shareholders to

submit questions in advance of the Annual Meeting on the RSVP

form. Questions should relate to matters that are relevant to

the Annual Meeting including matters arising from the

nancial

reports and any general questions regarding the performance of

NZKS. Individual responses to questions will not be provided, but

the Chairman will, at the Annual Meeting, endeavour to address

commonly raised questions. Alternatively, you can email your

questions to: investor@kingsalmon.co.nz

THE ADDRESS FOR THE SHARE

REGISTRAR:

Computershare Investor Services Limited

Private Bag 92119

Auckland 1142,

New Zealand

Level 2, 159 Hurstmere Road

Takapuna, Auckland 1142,

New Zealand

---

Your secure access information
Control Number:

PLEASE NOTE:

www.investorvote.co.nz

New Zealand King Salmon Investments Limited

Smartphone?

Scan the QR code to vote now.

Online

www.investorvote.co.nz

By Mail

Computershare Investor Services Limited

Private Bag 92119, Auckland 1142, New Zealand

By Fax

+64 9 488 8787

corporateactions@computershare.co.nz

For all enquiries contact

+64 9 488 8777

Lodge your postal vote or proxy

Proxy/Voting Form

Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:

CSN/Securityholder Number:

You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand)

to securely access InvestorVote and then follow the prompts to lodge your vote or appoint your proxy online.

For your proxy or vote to be effective it must be received by 1:00pm (New Zealand time) on Sunday 5 November 2017.

Turn over to complete the form to vote

Attendance and voting

Voting on all resolutions put before the meeting shall be by way of poll.

Shareholders are encouraged to cast a postal or online vote or appoint a proxy

to exercise their vote on their behalf if they cannot attend the meeting in

person.

You may cast your vote in one of the four ways described below. You may

abstain from voting on one or more of the resolutions.

(a) Online

Lodge your postal vote or proxy online at www.investorvote.co.nz

(b) Casting a postal vote

You may cast a postal vote on one or more of the resolutions by completing the

FOR, AGAINST or ABSTAIN boxes in 'Step 1' overleaf, signing this voting form

and returning it to the share registrar.

(c) Appointing a proxy

You may appoint a proxy to attend the meeting and either direct the proxy as to

how to vote or give the proxy discretion as to how to vote on the resolutions by

completing the FOR, AGAINST, ABSTAIN or PROXY DISCRETION box on 'Step 1'

overleaf, completing the appointment of proxy details in 'Step 2' overleaf,

signing this Voting Form and returning it to the share registrar. The proxy need

not be a shareholder of the Company. You may appoint the Chair of the meeting

as your proxy. The Chair of the meeting intends to vote any discretionary

proxies in favour of the resolutions, other than resolution 5. If your named

proxy does not attend the meeting or you have ticked the proxy discretion box

but not named a proxy, you will be deemed to have appointed the Chair of the

meeting as your proxy.

(d) Attending and voting in person

You should bring this Voting Form to the meeting and hand the attendance card

to the share registry at the entrance to the meeting.

Signing Instructions for Postal Forms

Individual

Where the holding is in one name, the securityholder must sign.

Joint Holding

Where the holding is in more than one name, all of the securityholders should

sign.

Power of Attorney

If this Proxy Form has been signed under a power of attorney, a copy of the

power of attorney (unless already deposited with the Company) and a signed

certificate of non-revocation of the power of attorney must be produced to the

Company with this Proxy Form.

Companies

This form should be signed by a Director jointly with another Director, or a

Sole Director can also sign alone. Please sign in the appropriate place and

indicate the office held.

Comments & Questions

If you have any comments or questions for the company, please write them on

a separate sheet of paper and return with this form.

New Zealand King Salmon Investments Limited

hereby appointof
or failing him/her

of


STEP 1

ATTENDANCE SLIP


SIGN

Contact Name Contact Daytime Telephone Date


STEP 2

Appointment of Proxy

I/We being a securityholder/s of New Zealand King Salmon Investments Limited

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual General Meeting of New Zealand

King Salmon Investments Limited to be held in the Wairau Room, Marlborough Convention Centre, 42A Alfred Street, Blenheim 7201 on Tuesday 7 November

2017 at 1:00 pm and at any adjournment of that meeting.

Please note: If you do not plan to attend the meeting, you may cast a postal vote or appoint a proxy to vote at the meeting.

Voting Instructions/Voting Paper

Signature of Securityholder(s)

This section must be completed.

Securityholder 1

or Sole Director/Director

Securityholder 2

or Director (if more than one)

Securityholder 3

Annual General Meeting of New Zealand King Salmon

Investments Limited to be held in the Wairau Room,

Marlborough Convention Centre, 42A Alfred Street, Blenheim

7201 on Tuesday 7 November 2017 at 1:00 pm

If you mark any of the PROXY DISCRETION boxes above you must appoint a proxy. This may be the chairman or any director if you so wish.

ForAgainstAbstain

Proxy

Discretion

Ordinary Business

Item 1That the Board is authorised to fix the auditor’s remuneration for the coming year.

Item 2Having retired by rotation, that Paul Steere be re-elected as a Director.

Item 3Having retired by rotation, that Jack Porus be re-elected as a Director.

Item 4Having been appointed during the year by the Board and holding office only until the Annual Meeting,

that Xin Wang be elected as a Director.

Item 5Subject to the approval of resolution 4, that the maximum total pool of Directors’ remuneration payable

by NZKS to Directors (in their capacity as Directors) be increased by $65,000 per annum from $400,000

per annum to $465,000 per annum with immediate effect, with such sum to be divided amongst the

Directors as the Board may from time to time determine.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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