Annual Shareholders Meeting

14 May 2018

Notice of Annual Meeting of Shareholders

Dear Shareholder

We invite you to join us for the Annual Meeting of the Shareholders of Scales Corporation Limited
(“Scales”), to be held at:

Where: The Savoy West Room, Rydges Hotel, 30 Latimer Square, Christchurch
When: Wednesday 13 June 2018 at 4.30pm

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 4.30pm (New Zealand time) on Monday 11
June 2018.

Items of Business:

A. Chairman’s address
B. Managing Director’s address
C. Ordinary resolutions
D. General business

Resolutions:

To consider, and if thought fit, to pass the following ordinary resolutions:

1. That the Board is authorised to fix the auditor’s remuneration for the coming year.
2. Having retired by rotation that Tim Goodacre be re-elected as a Director.
3. Having retired by rotation that Mark Hutton be re-elected as a Director.

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.




Tim Goodacre
Chairman
14 May 2018

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
Deloitte to continue as the Company’s auditor, and Deloitte 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 fixed
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 fixed by the Directors. The Board unanimously recommends that
shareholders vote in favour of Resolution 1.


Ordinary Resolutions 2 and 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 office 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 office since their last election, with the exception of Andy Borland as an Executive Director
nominated by the Board (pursuant to clause 27.1(c) of the Constitution).

Two Directors are required to retire at this meeting. Tim Goodacre and Mark Hutton are the Directors who
have been longest in office and they will retire at the Annual Meeting. Both Tim and Mark, being eligible,
offer themselves for re-election and the Board unanimously supports their re-election.


Tim Goodacre













Non-Executive Independent Chairman
Tim was elected to the Board in 2014, having been
appointed Chairman of Scales’ Horticulture division in
2012. He has been involved in agribusiness for nearly
forty years and was CEO of Zespri International from 2003
to 2007. Tim is currently: Chairman of The Nutritious
Kiwifruit Company Limited, which is a consortium of New
Zealand kiwi fruit suppliers selling under a new single
brand based around nutrition and health on the
Australian market; Director of Prevar Limited, an
Australian and New Zealand joint venture apple and pear
industry company, supporting the development and
commercialisation of new apple and pear varieties;
Director of Nagambie Healthcare, a community hospital
and aged care facility, based in regional Victoria,
Australia; President of Nagambie Lakes Tourism and
Commerce Incorporated; and Director of Featherston
Resources Limited. Tim is a member of Scales’
Nominations and Remuneration Committee.

Mark Hutton





Attendance and voting


Your rights to vote may be exercised by:

a) Attending and voting in person; or

b) Postal 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 4.30pm on Monday 11 June 2018.

The Chief Financial Officer, Steve Kennelly, 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 4.30 pm on Monday 11 June 2018.

d) Online voting: Lodge your postal vote or proxy online at www.investorvote.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


Eligibility to vote
Any shareholder whose name is recorded in the Scales Corporation Limited share register at 5pm on
Monday 11 June 2018 is entitled to attend the Annual Meeting and vote either in person or by Proxy
(subject to the time limits for returning Proxy Forms).
Non-Executive Independent Director
Mark was elected to the Board in 2011. He is a founding partner
of Direct Capital. Mark has a background in private equity,
specialising in portfolio management with a focus on strategy,
growth and capital funding. Mark is currently a Director of a
number of Direct Capital entities and portfolio companies
including George H Investments Limited. Mark is also: Director of
dual listed (NZX and ASX) New Zealand King Salmon Investments
Limited; and Director of investment company, Evergreen Partners
Limited. Mark is Chairman of Scales’ Nominations and
Remuneration Committee, Scales’ Finance and Treasury
Committee and is a member of Scales’ Audit and Risk
Management Committee.

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.


RSVP and questions in advance of the meeting
Please fill out and return the RSVP form by 8 June 2018 by using the enclosed pre-paid envelope if you are
planning to attend the Annual Meeting. To assist Scales Corporation Limited’s Board to provide answers to
questions from shareholders, Scales is offering 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 financial reports and any general questions regarding the
performance of Scales. 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: info@scalescorporation.co.nz