Hallenstein Glasson Holdings Limited’s Notice of Meeting

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Appointment of Proxy
Any shareholder who is entitled to vote at the Annual Meeting may appoint a
proxy to attend and vote on their behalf. A proxy does not have to be a
shareholder in the Company. Each of the Directors of the Company listed below
offers themselves as a proxy to shareholders:
T C Glasson
G J Popplewell
Karen Bycroft
M Donovan
M Ford
The Chairman
To do this, enter the name of your proxy in the space allocated in ‘Step 1’ of this
form. Alternatively you can appoint a proxy online at www.investorvote.co.nz.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you mark more than one box on an item your vote will be invalid
on that item.
Attending the Meeting
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Where the holding is in one name, the securityholder must sign.
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STEP 1
hereby appointof
or failing him/herof

STEP 2
ATTENDANCE SLIP

SIGN
Contact Name Contact Daytime Telephone Date
Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
I/We being a shareholder/s of Hallenstein Glasson Holdings Limited
as my/our proxy to vote for me/us at the Annual Meeting of Shareholders of Hallenstein Glasson Holdings Limited to be held at Rydges Latimer, 30 Latimer Square,
Christchurch at 10.00 am on Wednesday 13th of December 2017 and at any adjournment of that meeting.
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your
votes will not be counted in computing the required majority.
Items of Business - Voting Instructions/Ballot Paper (if a Poll is called)
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 Meeting of Shareholders of Hallenstein Glasson
Holdings Limited to be held at Rydges Latimer, 30 Latimer
Square, Christchurch New Zealand at 10.00 am on Wednesday
13th of December 2017 and at any adjournment of that
meeting.
ForAgainst
Proxy
DiscretionAbstain
GENERAL BUSINESS.
Resolution 1To receive and consider the Annual Report, the financial statements and the Auditors’ Report for the
financial year ended 1 August 2017.
Resolution 2Election of directors:
2.1 To re-elect Timothy Glasson as a Director
2.2 To re-elect Karen Bycroft as a Director
Resolution 3That the Board be authorised to increase the maximum amount of Directors fees payable to the Directors
per annum, from $410,000 to $585,000 to be divided amongst the Directors at the discretion of the
Board.
Resolution 4To record the reappointment of PricewaterhouseCoopers as Auditors of the Company pursuant to section
207T of the Companies Act 1993, and authorise the Directors to fix the remuneration of the Auditors for
the ensuing year.

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NOTICE OF
MEETING
2017

Notice is given that the Annual Meeting of Shareholders of Hallenstein Glasson Holdings Limited (the
Company) will be held at Rydges Latimer, 30 Latimer Square, Christchurch, on Wednesday 13 December 2017
at 10:00 am.
The shareholders are invited to join the Directors for morning tea at 9:30am prior to the meeting.
Agenda
GENERAL BUSINESS
1. Annual Report
To receive and consider the Annual Report, the financial statements and the Auditors’ Report for the
financial year ended 1 August 2017.
2. To Elect Directors
To consider, and if thought fit, to re-elect as Directors of the Company (each by ordinary resolution of the
shareholders) the following persons, who retire as Directors by rotation in accordance with the Company’s
constitution and offer themselves for re-election:
• Resolution 2.1: To re-elect Timothy Glasson as a Director
• Resolution 2.2: To re-elect Karen Bycroft as a Director
As at the date of the notice the Board considers Mrs. Bycroft an Independent Director for the purpose
of the NZX listing rules and that Mr. Glasson is not an Independent Director for those purposes.
3. Directors Fees
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That the Board be authorised to increase the maximum amount of Directors’ fees payable to the Directors
in aggregate per annum, from NZ$410,000 to NZ$585,000, to be divided amongst the Directors at the
discretion of the Board.” (See explanatory Note 1).
4. Auditors
To record the reappointment of PricewaterhouseCoopers as Auditors of the Company pursuant to section
207T of the Companies Act 1993, and authorise the Directors to fix the remuneration of the Auditors for
the ensuing year.
Ordinary resolution
Items 2 to 4 above require approval by way of an ordinary resolution of shareholders. An ordinary resolution
is a resolution passed by a simple majority (i.e. over 50% of the votes of shareholders of the Company entitled
to vote and voting).
Addresses by Chairman and Chief Executive Officer
Please note that for shareholders who are unable to attend the meeting, a transcript of the Chairman’s and
Chief Executive Officer’s addresses to the meeting (and any accompanying slide presentations) will be posted
on the Company’s website at www.hallensteinglasson.com and released to NZX’s market announcement
platform at the same time or before they are delivered to the meeting.
Notice of
Meeting
Hallenstein Glasson Holdings Ltd Notice of Meeting 2017

Proxies
1. Any shareholder of the Company entitled to attend and vote at the Annual Meeting may appoint a proxy
to attend and vote in the place of that shareholder. A proxy need not be a shareholder of the Company.
2. A proxy granted by a company must be executed by a duly authorised officer or attorney of that company.
3. Enclosed with this Notice of Meeting is a proxy form. To be valid, the proxy form must be returned duly
completed to Computershare Investor Services Ltd, Private Bag 92119, Auckland 1142, no later than 10.00
am on 11 December 2017.
4. Each of the Directors of the Company listed below offers themselves as a proxy to shareholders:
M J Donovan
T C Glasson
M J Ford
K Bycroft
G Popplewell
Explanatory Notes
NOTE 1
Resolution 3 proposes an increase in the pool of directors’ fees from $410,000 p.a. to $585,000 p.a. The pool
of $410,000 p.a. was approved five years ago, at the Company’s 2012 annual meeting. This was calculated on
the basis of five non-executive directors. Fees paid in 2016 were $383,000.
The proposed pool of $585,000 p.a. is calculated on the basis of six non-executive directors (as opposed to
five as previously) and also includes an adjustment to bring the pool into line with the market and to reflect
the increased level of governance responsibilities held by directors across the Company’s operations in
New Zealand and Australia.
The Company obtained independent market data from the Institute of Directors on fees paid to directors of
an equivalent size and complexity to the Company, before the proposed pool was set. This report is available
to view on our website www.hallensteinglasson.co.nz.
The final allocation of the pool of directors’ fees is a matter for the board. However, the current expectation is
that the pool will be allocated as follows:
• New Zealand based non-executive directors (x3) – $80,000 p.a.
• Australia based non-executive directors (x2) – $90,000 p.a.
• Chairman – $135,000 p.a.
• Chair, Audit Committee – $10,000 p.a.
• Deputy Chair, Audit Committee – $5,000 p.a.
• Chair, Remuneration Committee – $5,000 p.a.
• Chair, Nominations Committee – $5,000 p.a.
• Chair, Health & Safety Committee – $5,000 p.a.
In accordance with NZX Listing Rule 9.3.1, no non-executive director or their Associated Persons (as defined
under the NZX Listing Rules) can vote on this resolution, unless casting votes under an express proxy of a
person who is not disqualified from voting.
Hallenstein Glasson Holdings Ltd Notice of Meeting 2017