Sanford Limited – Notice of Meeting and S209C(2) Notice

Dear Shareholder
Please find enclosed your Company’s Notice of Annual Meeting, scheduled to be held at
2pm on Wednesday 13 December in Auckland at The Maritime Room, Princes Wharf,
Corner Quay and Hobson Streets, Auckland. In addition to the resolutions regarding the re-
election of two Directors, there is the usual resolution to authorise the Directors to fix the fees
and expenses of the auditors.
The latest Annual Report (which includes the Group’s annual financial statements for the
year ended 30 September 2017) is now available and can be viewed or downloaded by
shareholders on the Company’s website www.sanford.co.nz/investors/reports at any time.
Shareholders who have previously requested the Company to send them hard copies of
Annual Reports and Interim Reports should note that section 209C(2) of the Companies Act
1993 means that those previous requests no longer apply. Please follow the instructions
provided on page 4 of the Notice of Annual Meeting if you wish to request a free printed
copy, of the most recent, and future, Annual Reports and Interim Reports to be directly sent
to you.

We look forward to seeing you on 13 December, but if you are unable to attend details on
how to submit your postal vote or proxy are provided in the enclosed Notice of Annual
Meeting.

Yours faithfully

Paul Norling
Chairman
Sanford Limited

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Notice of Annual Meeting of Shareholders
Wednesday, 13 December 2017
Sanford Limited (the Company) gives notice that its Annual Meeting of
Shareholders will be held at The Maritime Room, Princes Wharf, Corner Quay
and Hobson Streets, Auckland 1010 on Wednesday, 13 December 2017
commencing at 2.00pm (see location map overleaf).
The business of the meeting will be:
1. Chairman’s Introduction
2. Chief Executive Officer’s Review
3. Financial Statements and Reports
To receive and consider the Financial Statements of the Company for the year ended
30 September 2017 together with the Directors’ and Auditor’s report to Shareholders.
4. Resolutions
To consider and, if thought fit, to pass the following ordinary resolutions:
Resolution 1: Re-election of Paul Norling: That Paul Norling, who retires by rotation and is eligible for
re-election, be re-elected as a director of the Company.
Resolution 2: Re-election of Peter Goodfellow: That Peter Goodfellow, who retires by rotation and is eligible
for re-election, be re-elected as a director of the Company.
Resolution 3: Auditor: To authorise the Directors to fix the fees and expenses of the Auditor.
Refer to the explanatory notes on page 2 for further details on these resolutions.
5. General Business
To consider such other business as may be properly raised at the meeting.
D C McIntosh
General Manager Risk and Corporate Affairs
15 November 2017
1

Disabled parking is available on the Eastern Viaduct at 210
Quay Street, just after the Canterbury NZ shop. Pay and
Display parking is also available at the Eastern Viaduct, 210
Quay Street. Alternative parking is in the Downtown car park
at 31 Customs Street West, from where attendees can walk
across Customs Street to Princes Wharf.
Procedural Notes
Persons Entitled to Vote
The persons who will be entitled to vote at the Annual Meeting are those persons registered as holding ordinary
shares on the Company’s share register at 5:00pm on Monday, 11 December 2017.
Ordinary Resolutions (Resolutions 1, 2 and 3)
Each of Resolutions 1, 2 and 3 is an ordinary resolution. In order for an ordinary resolution to be passed, it must
be approved by a simple majority of the votes of those shareholders entitled to vote and voting on the resolution.
Proxy / Postal Voting
A shareholder entitled to attend and vote at the Annual Meeting is entitled to:
• appoint a proxy to attend and vote instead of the shareholder; or
• cast a postal vote instead of attending in person or appointing a proxy.
A Proxy/Voting Form is enclosed with this Notice of Annual Meeting. To be effective, the Proxy/Voting Form
must be deposited with the Company in accordance with the instructions on the form not later than 2pm,
11 December 2017.
In relation to voting by proxy:
• a shareholder may appoint “The Chair of the Meeting” as Proxy. The Chair intends to vote any undirected
proxies held by him in favour of Resolutions 1, 2 and 3; and
• a proxy need not be a shareholder of the Company.
A corporation may appoint a person to attend the meeting as its representative in the same manner as that in
which it may appoint a proxy.
2

Explanatory Notes
Explanatory note 1 – Re-election of directors (Resolutions 1 and 2)
As required by clause 27 of the Company’s constitution and Rule 3.3.11 of the NZX Main Board / Debt Market
Listing Rules (Rules):
• Paul Norling; and
• Peter Goodfellow,
being the directors who have longest been in office since they were last elected, retire by rotation and, being
eligible, offer themselves for re-election.
Paul Norling is considered by the Board to be an Independent Director. Peter Goodfellow is not considered an
Independent Director due to his association with a major shareholder.
The Board (other than Paul Norling and Peter Goodfellow in respect of their own positions) supports the
re-election of Paul Norling and Peter Goodfellow and recommends that shareholders vote in favour of
Resolutions 1 and 2.
Please refer below for a brief biography of each director seeking re-election.
Biography of Paul Norling
Paul has had an extensive career in banking with senior executive and/or director roles in New Zealand and
Australia. He was the founding Managing Director of merchant bank Bancorp Holdings Limited, established and
listed on the New Zealand Stock Exchange in 1987, until he retired from this role in 1998. Since that time he
remained a non-executive member of the Bancorp Board until 2014 when he also retired from this position.
In addition to his overall management responsibilities with Bancorp, Paul also focussed his merchant banking
operational activities in the Corporate Advisory Service area where he advised Managing Directors/CEOs as well
as Boards of publicly listed and other substantial companies on a broad range of relevant matters including, in
particular, Corporate Strategy and optimising Shareholder Value. He was also a member of the Board of listed
Gullivers Travel Group Limited and has other private company director interests. He is also a past director and
President/Chairman of the American Chamber of Commerce in New Zealand, and is a chartered member of the
New Zealand Institute of Directors.
Biography of Peter Goodfellow
Peter has degrees in Commerce and Law from Auckland University as well as an MBA from the University of
California, in Los Angeles. He is Chairman of trade finance and factoring company Lock Finance Limited,
director of Cambridge Clothing Limited and a director of Refrigeration Engineering Company Limited as well as
other private investment companies. Peter is a trustee of the Auckland Medical Research Foundation and
St Andrew’s Village in Glendowie. He has previously practiced law and for some years was a director and
Chairman of former listed radio company XS Corporation Limited.
Explanatory note 2 – Fixing of auditor’s fees and expenses (Resolution 3)
KPMG is automatically re-appointed as auditor under section 207T of the Companies Act 1993 (CA). Resolution 3
authorises the Board to fix the fees and expenses of the auditor.
3

Statutory Notice
ELECTRONIC ANNUAL REPORTS
Notice under regulation 61E of the Financial Markets Conduct Regulations 2014
Sanford Limited provide shareholders with information through our Interim (half year) and Annual Reports
our Annual Meeting and announcements of relevant information. In recent years we have sought to enhance
our financial statements through integrated reporting, ensuring greater transparency to stakeholders on
our strategic directions, business model, value creation and environmental and social performance. We keep
our shareholders informed of major developments and business events likely to affect our operations,
financial standing and share price.
The latest Annual Report (which includes the Group’s annual financial statements for the year ended
30 September 2017) is now available and can be viewed or downloaded by shareholders on the
Company’s website www.sanford.co.nz/investors/reports any time.
Interim Reports and Annual Reports, which will be available in June and November respectively each year, for all
future accounting periods will similarly be made publicly available on that website as they are published. These
Interim Reports and Annual Reports will remain available on that website for at least 5 years.
Shareholders may, at any time, request a free printed copy, of the most recent, and future, Annual Reports and
Interim Reports to be directly sent to them.
To do this, shareholders will need to write to:
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
or fax request to: +64 9 488 8787
or email request to: enquiry@computershare.co.nz
Shareholders should include their name and shareholder number in their request.
Shareholders who have previously requested the Company to send them hard copies of Annual Reports and
Interim Reports should note that section 209C(2) of the Companies Act 1993 means that those previous requests
no longer apply, and shareholders will need to “refresh” their requests to continue to receive hard copy Annual
Reports and Interim Reports.
4

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Lodge your postal vote or proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142
New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Notes
You may cast your vote in one of the three ways described below. You may
abstain from voting on one or more of the resolutions.
(1) Casting a postal vote
As a shareholder entitled to vote at the Annual Meeting you are entitled to vote
by postal vote. The Company’s share registrar, Computershare Investor Services
Limited, has been authorised by the Board to receive and count postal votes at
the Annual Meeting.
You can cast your postal vote online at www.investorvote.co.nz or by completing
the FOR, AGAINST or ABSTAIN boxes in ‘Step 1’ overleaf, signing this Proxy/Voting
Form and returning it to the share registrar in accordance with the instructions
above.
(2) Appointing a proxy
As a shareholder entitled to vote at the Annual Meeting, you are entitled to
appoint a proxy, or in the case of a corporate shareholder, a representative, to
attend and, if you have not cast a postal vote, vote on your behalf. A proxy need
not be a shareholder.
If you mark any of the PROXY DISCRETION boxes you must appoint a proxy for
your vote to be counted.
If you cast a postal vote, you may also appoint a proxy to attend the meeting
on your behalf by completing the YES box under the heading “Other Matters”
in 'Step 1' overleaf. The Chair of the meeting is willing to act as proxy for any
shareholder who wishes to appoint him for that purpose and intends to vote
proxies marked PROXY DISCRETION in favour of the resolutions.
You may appoint your proxy online at www.investorvote.co.nz or by completing
the relevant sections of ‘Step 1’ and ‘Step 2’ overleaf, signing this Proxy/Voting
Form and returning it to the share registrar in accordance with the instructions
above.
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/Voting 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/Voting Form.
Companies
This Proxy/Voting Form must be signed by a duly authorised officer or
attorney of the company. Persons who sign on behalf of a company must
be acting with the company’s express or implied authority. 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.
Go online to lodge your proxy/vote, or turn over to complete the form
Proxy/Voting Form
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE:
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 appoint your proxy and exercise your vote online.
www.investorvote.co.nz
Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your postal vote or proxy to be effective it must be received by Computershare by 2:00 pm on Monday 11 December 2017
(3) Attending and voting in person
You should bring this Proxy/Voting Form to the meeting and hand the
attendance slip to the share registry at the entrance to the meeting.

Signature of Securityholder(s) This section must be completed.
Securityholder 1 Securityholder 2 Securityholder 3
Contact Name Contact Daytime Telephone Date
SIGN
ATTENDANCE SLIP
Business
Resolution 1:Re-elect Paul Norling
Resolution 2:Re-elect Peter Goodfellow
Resolution 3:To authorise the Directors to fix the fees and expenses of the Auditor.
Other Matters
I wish to appoint a proxy to attend the meeting on my behalf
For
Against
Proxy
DiscretionAbstain
YESNO
Notes
1. The full text of each of the resolutions is as set out in the Notice of Meeting.
2. If you mark any of the FOR, AGAINST or ABSTAIN boxes, your vote will be counted as a postal vote.
3. If you return this Proxy/Voting Form without marking any of the FOR, AGAINST, PROXY DISCRETION or ABSTAIN boxes for a particular resolution, you will be
deemed to have abstained from voting on that resolution and your votes will not be counted when calculating a majority for that resolution.
4. If you do not cast a postal vote and wish to appoint a proxy to vote on a resolution on your behalf, mark the PROXY DISCRETION box which relates to that
resolution. This means you are directing your proxy to decide how to vote on that resolution on your behalf.
5. In addition to casting a postal vote, you may also appoint a proxy to attend the meeting on your behalf by selecting YES above.
hereby appointof
or failing him/her
of
as my/our proxy/corporate representative to attend and, if applicable, exercise my vote at the Annual Meeting of Sanford Limited to be held in The Maritime
Room, Princes Wharf, Corner Quay and Hobson Streets, Auckland 1010 on Wednesday, 13 December 2017 commencing at 2.00pm
and at any
adjournment of that meeting and to vote on any resolutions to amend any of the resolutions, on any resolution so amended and on any resolution proposed at the
meeting (or any adjournment thereof) so as to give effect to my/our intention as set out above.
Annual Meeting of Sanford Limited to be held in
The Maritime Room, Princes Wharf, Corner Quay
and Hobson Streets, Auckland 1010 on Wednesday,
13 December 2017 commencing at 2.00pm
Please note: If you do not plan to attend the meeting, you may cast a postal vote or appoint a proxy to vote on your behalf at the meeting.
If you mark any of the PROXY DISCRETION boxes or the YES box above you must appoint a proxy. This may be the Chair if you so wish.
I/We being a shareholder/s of Sanford Limited
Voting Instructions/Voting Form
STEP 1
Appointing a Proxy
STEP 2