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Meeting date for the 2017 Annual Meeting

AGM28 November 2017MEEConsumer Staples

1
CSM GROUP LIMITED

Notice of the 2017 Annual Meeting

To be held at Room 902 323, Newmarket Innovation Precinct, University of Auckland, Gate 3, 312

Khyber Pass Road, Newmarket Auckland on Wednesday, 20 December 2017 at 10.00 am.

Notice is hereby given that the 2017 Annual Meeting of the shareholders of CSM Group Limited (CSM or
the Company) will be held at Room 902 323, Newmarket Innovation Precinct, University of Auckland on

Wednesday, 20 December 2017 at 10.00 am.

PROXY FORM

Accompanying this document is a proxy form to enable shareholders to vote on the resolutions either by:


attending the Annual Meeting; or


appointing a proxy to vote on their behalf at the Annual Meeting.

Shareholders are urged to complete and return the proxy form as soon as possible if they do not plan to

attend the Annual Meeting. A shareholder wishing to appoint a proxy should complete the enclosed

proxy form and send it to the Share Registrar for CSM, the details of which are provided elsewhere in

this Notice of Meeting.

The completed proxy form must be received no later than 48 hours before the meeting is due to begin,

in accordance with the instructions in the notes to the proxy form accompanying this Notice.

A shareholder may, if he/she/it wishes, appoint the Chairman of the Annual Meeting as proxy, as

described further in the procedural notes to the resolutions.

The Chairman intends to vote any discretionary proxies in favour of resolution 1, 2 and 3.

BUSINESS OF THE ANNUAL MEETING
Resolution 1 – Re-election of Mr Richard Shi as a Director – Ordinary Resolution

Mr Richard Shi retires in accordance with the provisions of the Constitution of the Company and, being

eligible, offers himself for re-election. Accordingly, the shareholders of CSM Group Limited are

requested to consider and, if thought fit, pass the following resolution as an ordinary resolution:

That Mr Richard Shi be re- elected as a director of CSM Group Limited.

Resolution 2 – Re-election of Ms Ping Lee as a Director – Ordinary Resolution

Ms Ping Lee retires in accordance with the provisions of the Constitution of the Company and, being

eligible, offers herself for re-election. Accordingly, the shareholders of CSM Group Limited are requested

to consider and, if thought fit, pass the following resolution as an ordinary resolution:

That Ms Ping Lee be re- elected as a director of CSM Group Limited.

Resolution 3 – Re-appointment and Remuneration of Auditors – Ordinary Resolution

The shareholders of CSM Group Limited are requested to consider and, if thought fit, pass the following

resolution as an ordinary resolution:

That the Board are authorised to fix the remuneration of the Company’s auditors,

PricewaterhouseCoopers, for the forthcoming financial year ending 30 June 2018.”

PROCEDURAL NOTES

1.Resolutions 1, 2 and 3 are ordinary resolutions. An ordinary resolution is required to be passed by

a majority of 50% or more of the votes of those shareholders entitled to vote and voting on that

resolution.

2.The persons who will be entitled to vote on the resolutions at the Annual Meeting are those

persons who were shareholders at 5.00 pm on Monday, 18 December 2017, and only the shares

registered in those shareholders’ names may be voted at the Annual Meeting, subject to the

restrictions on voting set out below.

3.The accompanying proxy form should be used to appoint a proxy to vote if a shareholder cannot

attend the Annual Meeting in person. Shareholders can participate by proxy or by casting their

vote in person at the Annual Meeting.

4.Any shareholder who is entitled to attend and vote at the Annual Meeting may appoint a proxy to

attend and vote in his / her / its place. A shareholder wishing to appoint a proxy should complete

the enclosed proxy form and send it to the office of the Company’s Share Registrar, Link Market

Services Limited in accordance with the requirements contained in the accompanying Proxy

Form. The completed proxy form must be received no later than 48 hours before the meeting is

due to begin, in accordance with the instructions in the notes to the proxy form accompanying this

Notice. The form allows shareholders to determine whether the proxy votes at the proxy’s

discretion or votes in accordance with the shareholder’s wishes. If the form is returned without a

direction as to how the proxy shall vote on any particular resolution, then the proxy will exercise

his or her discretion as to whether to vote and if so, how.

5.A proxy does not have to be a shareholder in the Company. A shareholder may appoint the

Chairman of the Annual Meeting to act as his / her / its proxy, or another person. The Chairman

has advised that it is his intention to vote undirected proxies received by him in favour of

resolutions 1, 2 and 3.

6.All joint shareholders must sign the proxy form. If the person appointing a proxy is a corporation,

the proxy must be signed for and on behalf of that corporation by two directors or otherwise in

accordance with the constitution of that corporation. If the proxy form is signed by an attorney,
the attorney must have been authorised in writing.

By Order of the Board of Directors

Roger Gower

Chairman of Directors

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