Rubicon Limited Annual Shareholders’ Meeting

Notice of September 2018 Annual Shareholders’ Meeting
Notice is hereby given that the Annual Meeting of Rubicon Limited shareholders will
be held at the Carrus Pavilion, Blake Park, 40 Kawaka Street, Mount Maunganui, on
Monday 17 September 2018 at 3:30pm.
Voting / Appointment of Proxy Form
Accompanying this document is a voting / appointment of proxy form to enable you to vote on
the resolutions either by:
• attending the Meeting;
• lodging a postal vote; or
• appointing a proxy to vote at the Meeting.
If you do not plan to attend the Meeting you are encouraged to complete and return the voting / appointment of proxy form as soon as possible.
Important Dates
5:00pm, 12 September 2018 Record date for voting entitlements for the Annual Shareholders’ Meeting
3:30pm, 15 September 2018 Latest time for receipt of postal votes and proxy forms
3:30pm, 17 September 2018 Annual Meeting of Shareholders
All dates / times are given in New Zealand time.
Business of the Meeting
i. Chairman’s introduction
ii. Chief Executive Officer’s review
iii. Shareholder questions
iv. Resolutions - Shareholders will be asked to consider and, if thought appropriate, pass ordinary resolutions on the following matters.
Re-election of Director
1. That David Knott be re-elected as a Director of the Company. Mr Knott retires by rotation in accordance with the Company’s Constitution.
Mr Knott is eligible and offers himself for re-election. A biography of Mr Knott is contained in Explanatory Note 1.
Election of Directors
Messrs Thomas Avery and Ozey Horton were appointed as Directors by the Board in July 2018, and Mr Paul Smart was appointed as a
Director by the Board in August 2018. In accordance with the Constitution, each holds office only until this Annual Meeting.
2. That Thomas Avery be elected as a Director of the Company. Mr Avery is eligible and offers himself for election. A biography of Mr Avery
is contained in Explanatory Note 2.
3. That Ozey Horton be elected as a Director of the Company. Mr Horton is eligible and offers himself for election. A biography of

Mr Horton is contained in Explanatory Note 3.
4. That Paul Smart be elected as a Director of the Company. Mr Smart is eligible and offers himself for election. A biography of Mr Smart
is contained in Explanatory Note 4.
Non-executive Directors’ Remuneration
5. That, subject to the election of Messrs Avery, Horton and Smart as Directors of the Company:
(a) the maximum aggregate remuneration able to be paid to non-executive Directors of the Company in 2018 shall be increased by
NZ$25,000 from NZ$800,000 to NZ$825,000, with immediate effect; and
(b) of the NZ$825,000 maximum aggregate remuneration able to be paid in 2018, NZ$450,000 shall be payable to Messrs Avery,
Horton, and Smart (i.e. NZ$150,000 to each) by way of an issue of shares in the Company (and not in cash), in compliance with
listing rule 7.3.8 and on the terms described in Explanatory Note 5.
Auditor’s Remuneration
6. To authorise the Directors to fix Deloitte’s fees and expenses as the Company’s auditor for the year ending 31 March 2019.

See Explanatory Note 6.
Procedural Notes
a. Each of the resolutions is an ordinary resolution and must be passed by a simple majority of the votes of those shareholders entitled to
vote and voting on the resolutions.
b. David Knott (including Dorset Management Corporation) and Ranjan Tandon (including Libra Fund LP), who collectively hold 45.9% of
the shares on issue, have confirmed they intend to vote in favour of all resolutions.
c. Messrs Avery, Horton and Smart will not be voting any discretionary proxies they hold on Resolution 5. (Messrs Avery, Horton and Smart
do not currently own any Rubicon shares).
d. The persons who will be entitled to vote on the resolutions at the Meeting are those persons who are recorded on the register as
shareholders at 5:00pm on 12 September 2018 (record date).
e. The accompanying voting / appointment of proxy form should be used to vote on the resolutions. You can participate by postal vote, by
proxy, or by casting your vote in person at the Meeting.
f. Mark Taylor, the Company Secretary, has been authorised by the Board to receive and count postal votes.
By Order of the Board
Mark Taylor
Company Secretary
Rubicon Limited

EXPLANATORY NOTES
1. Resolution 1 – Re-election of David Knott
Ordinary resolution: “That David Knott be re-elected as a Director of the Company.”
David Knott – Non-Independent Director
BA University of Pennsylvania; MBA Wharton School of the University of Pennsylvania
David is the Co-Chief Executive Officer, Co-Chief Investment Manager and Co-Managing Partner of Knott Partners who, with associated
entities, is Rubicon’s largest shareholder. He has served as Chief Investment Manager of Knott Partners since 1987, and prior to this he
was a General Partner and analyst at Mandrakos Associates.
The Board unanimously supports the nomination of Mr Knott.
2. Resolution 2 – Election of Thomas Avery
Ordinary resolution - “That Thomas Avery be elected as a Director of the Company.”
Thomas Avery – Independent Director
MBA Harvard Business School; BSc Georgia Institute of Technology
Tom has nearly 40 years of investment banking and venture capital experience. He has served on numerous private company boards
throughout his career, advising companies on the successful financing, planning and execution of growth strategies.
As an investment banker, Tom worked primarily with middle market growth companies in executing mergers and acquisitions, initial
public offerings, and private placements of equity and debt. He served as a Managing Director at Raymond James & Associates from
2000-2014, which involved the management of the technology investment banking group and the financial sponsors’ efforts. Prior to
that, Tom’s career saw him act as the head of the investment banking group at Interstate/Johnson-Lane, be a general partner at Summit
Partners and at Noro-Moseley Partners, and work as a Senior Vice President at The Robinson-Humphrey Company. He currently has
directorships at Cicero Inc., CRA International Inc, and KIPP Metro Atlanta.
The Board unanimously supports the nomination of Mr Avery.
3. Resolution 3 – Election of Ozey Horton
Ordinary resolution: “That Ozey Horton be elected as a Director of the Company.”
Ozey Horton – Independent Director
MBA Harvard Business School; BSE Duke University
Ozey has extensive experience in global operations, strategic planning, merger and acquisition integration and change management.
He has been a Director Emeritus of McKinsey & Co., a business consulting organisation, since 2011 when he retired after nearly 30
years with the firm. At McKinsey, Ozey led various practice areas around the globe, including Pulp, Paper and Packaging, Industrial,
Change Management, Global Operations in Energy and Materials, and Basic Materials. His McKinsey client service and practice leadership
provided for considerable experience working in Europe, South America, India, and Asia. He is a faculty member for McKinsey’s leadership
development program and also serves as an independent business advisor. He currently serves on the boards of Metso Corporation,
Worthington Industries, Al Dabbagh Group, and Louisiana–Pacific Corp. He also serves on the Board of Spoleto Festival, USA and the
Advisory Board of The MUSC Hollings Cancer Center.
The Board unanimously supports the nomination of Mr Horton.
4. Resolution 4 – Election of Paul Smart
Ordinary resolution: “That Paul Smart be elected as a Director of the Company.”
Paul Smart – Independent Director
Chartered Accountant, member of the New Zealand Institute of Directors
Paul has a broad background in growth companies in both the public and private markets, and extensive experience in all aspects of
finance across a wide range of industries.
He has operated at both senior management and non-executive board levels throughout his career, with a focus on growing successful
companies in the broad technology and energy fields. His prior management positions have included CFO of Meridian Energy and CFO of
Sky Television. He has previously held non-executive Director and/or Chairman roles in Arc Innovations, NZPM Group, and Southern Hydro
(Melbourne) amongst others, and he is currently a non-executive Director of Solarcity, InterCity Holdings, Mercer Group, Argus Group,
and Geo40.
The Board unanimously supports the nomination of Mr Smart.
5. Resolution 5 - Non-executive Directors’ Remuneration
Ordinary resolution: “That, subject to the election of Messrs Avery, Horton, and Smart as Directors of the Company:
(a) the maximum aggregate remuneration able to be paid to non-executive Directors of the Company in 2018 be increased by NZ$25,000
from NZ$800,000 to NZ$825,000, with immediate effect; and
(b) of the NZ$825,000 maximum aggregate remuneration able to be paid in 2018, NZ$450,000 shall be payable to Messrs Avery,
Horton, and Smart (i.e. NZ$150,000 each) by way of an issue of shares in the Company (and not in cash), in compliance with listing
rule 7.3.8 and on the terms described in this Notice of Meeting.”

NZX Listing Rules
As an NZX-listed company, the Company must comply with the NZX listing rules in relation to the remuneration of the non-executive
Directors. Under listing rule 3.5.1, any increase in the aggregate annual remuneration that can be paid to non-executive Directors must be
approved by shareholders by way of an ordinary resolution.
Listing rule 3.5.1 provides that any resolution to increase remuneration payable to Directors may expressly provide that remuneration may be
payable (either in part or in whole) by way of an issue of equity securities, without the necessity for a resolution of shareholders approving
the issue of equity securities, provided that the issue complies with listing rule 7.3.8.
Listing rule 7.3.8, as it applies here to an issue of shares by the Company to a non-executive Director, requires that:
• the shares are of a class already on issue;
• the shares are issued after the end of the period (or half period) to which the remuneration of the non-executive Director relates; and
• the issue price of the shares is equal to the volume weighted average market price of the shares over the 20 business days before the issue
(Market Price).
Background and Rationale
The Company’s current maximum aggregate remuneration of NZ$800,000 was approved by shareholders in 2001. That remuneration can
only be paid to Directors in the form of cash. Since 2001, the Company’s investment portfolio has undergone significant change. Following
the sale of its investment in Tenon, the Company’s sole investment is its US-based business, ArborGen.
The Board composition has also changed significantly this year, with the Company having appointed three new directors to the Board,
each of whom will play an important role in, and bring valuable experience to, the commercialisation of ArborGen’s businesses throughout
the US, Brazil and Australasia. The three new directors have expressed an interest in being remunerated by way of restricted equity, as is
common practice in the US. Accordingly, the Board proposes to make a one-off issue of restricted shares (Shares) in the Company to a
trustee (the Trustee), to be held for the each of the three new independent directors (Tom Avery, Ozey Horton, and Paul Smart) (the New
Independent Directors) in their capacities as Directors of the Company, conditional on them meeting certain vesting criteria over three
years. This requires shareholders to approve both an increase to the Company’s 2018 Directors’ remuneration pool, and the payment of
this remuneration by way of an issue of shares.
The Board considers it to be in the Company’s interests to remunerate the New Independent Directors by way of restricted Shares and
cash, rather than solely by way of cash. It will assist the Company in retaining critical director competencies, necessary to bring value to the
Company’s business. Further, by providing remuneration to the New Independent Directors in the form of Shares, their interests are more
closely aligned with those of shareholders.
Issue of equity securities as non-executive Director remuneration
Of the increased Director remuneration pool of NZ$825,000, NZ$450,000 will be used solely to make a one-off issue of Shares to the Trustee
to be held on behalf of Rubicon’s New Independent Directors. This issue of Shares will be in addition to the current cash payments made to
all non-executive Directors every three months.
The entitlement of the New Independent Directors to the Shares will arise immediately on approval by shareholders of Resolution 5 on

17 September 2018, and the issue will be made on the day following the Annual Meeting on 18 September 2018.
As the issue is a ‘one-off’, the proposed increase to the non-executive Director remuneration pool will only apply for 2018. In future years,
the maximum aggregate remuneration able to be paid to non-executive Directors will revert back to NZ$800,000, payable only in cash. Based
on the current Board composition and the current fee amounts, the total aggregate Director fees payable on a go-forward basis are expected
to be NZ$481,381.
The Shares to be issued will be new ordinary Shares in the Company of the same class as the Company’s existing ordinary shares, but which
will be held by the Trustee and will only vest in the New Independent Directors if certain vesting criteria are met.
The vesting criteria and the other terms and conditions upon which the Trustee will hold the Shares on behalf of the New Independent
Directors (the Plan) are set out below. The Plan will also be subject to a trust deed.
Terms of the Plan
If Resolution 5 is approved:
• the Company will issue to the Trustee NZ$450,000 (after tax) of Shares on the first trading day following the 2018 Annual Meeting, to be
held on behalf of the New Independent Directors by the Trustee until vesting occurs for the relevant Shares (the Restrictive Period); and
• the actual number of Shares held by the Trustee on behalf of each New Independent Director will be determined by dividing NZ$150,000
(i.e. NZ$450,000 divided by three) by the Market Price of Rubicon shares over the 20 business day period ending on 17 September 2018.
In addition, the Company will pay each New Independent Director NZ$73,881 over three years (with one third i.e. NZ$24,627 being payable
on each anniversary date), being the tax on the gross value of NZ$150,000 of Shares. Should a New Independent Director remain on the
Board for the full Restrictive Period, the cash-equivalent pre-tax value he will receive under the operation of the Plan will be NZ$223,881 (i.e.
NZ$150,000 + NZ$73,881), or NZ$74,627 per year (plus the value of any increment in the share price that has occurred from 18 September
2018). When combined with a New Independent Director’s current base cash remuneration of NZ$62,500 per annum, this equates to a total
pre-tax remuneration of NZ$137,127 per annum.
No further Shares will be offered to the New Independent Directors as remuneration without seeking shareholder approval. Accordingly, the
Shares allocated under the Plan in 2018 will be the maximum number of shares paid to the New Independent Directors as remuneration.
Details of the Shares allocated to the New Independent Directors will be advised by the Company to NZX on allocation and will be published
in the 2019 interim and annual reports of the Company.
Entitlement
The Shares to be issued will be ordinary shares in the Company having the same rights, privileges, limitations and conditions as existing
ordinary Rubicon shares.

Vesting of Shares
Legal title will be transferred to, and the Shares will be registered in, each New Independent Director’s name, in three equal tranches on
the first, second and third anniversaries following the date of issue, provided that the director remains a Director of the Company on the
relevant anniversary date.
Any transfer of Shares to a New Independent Director following the vesting criteria being met will occur within one month of the relevant
anniversary date.
Early Termination of Directorship
If a New Independent Director ceases to be a director of the Company, that New Independent Director will not be entitled to any Shares
that have not already vested in the name of that New Independent Director as at the date of ceasing to be a director.
Voting Rights and Transfer Restrictions
The New Independent Directors will have no voting rights in respect of the Shares at all times while the Shares are held by the Trustee under
the Plan. Until the Shares have vested, the Trustee shall have absolute discretion as to how the Shares are voted.
Until legal title in the Shares transfers to a New Independent Director, a New Independent Director cannot sell, transfer, mortgage, charge
or otherwise encumber or dispose of those Shares.
Neither a New Independent Director, nor the Company, nor any other person may terminate, cancel, surrender or otherwise make or obtain
payment of the returns from the Shares other than as described in these terms.
The New Independent Directors may not enter into arrangements (including through the use of derivative instruments or otherwise) which
seek to remove or limit the economic risk of participating in the Plan.
Dividends
During the Restrictive Period, the New Independent Directors will not be entitled to the benefit of any dividends, capital returns or other
distributions declared and to the benefit of any bonus issues or other entitlements offered to holders of Shares. All such entitlements will
be received and held by the Trustee and only pass to a New Independent Director on transfer of legal title to the Shares to which the
entitlement relates.
Corporate Actions
If at any time while Shares are held by the Trustee on behalf of a New Independent Director under the Plan, the Company issues shares pro
rata to shareholders generally by way of a bonus issue involving the capitalisation of reserves or distributable profit:
• any such bonus Shares will not be transferred to the New Independent Directors but will be held by the Trustee on behalf of the New
Independent Directors for so long as the Shares which gave rise to the bonus Shares remain subject to the Restrictive Period;
• at the end of the Restrictive Period for the relevant Shares, legal title to a pro-rata number of bonus Shares will be transferred to the New
Independent Director proportionate to the number of Shares (if any) for which legal title is transferred to the New Independent Director
at the end of the Restrictive Period.
If at any time while Shares are held by the Trustee on behalf of a New Independent Director under the Plan, the Company makes or
announces any rights issue or other offer to shareholders to take up shares or securities other than shares, the Trustee may elect, at its sole
discretion, whether to participate on behalf of the New Independent Directors in any such offer. If the Trustee does participate, it will seek
to do so in a manner that provides for the value or benefit of the Company’s offer to be transferred to a New Independent Director only
on transfer of legal title to the Shares to which such value or benefit relates (in the same manner that applies to dividends).
If prior to the vesting of the Shares:
• the Company is a party to a Court-approved reorganisation, merger or reconstruction; or
• any person makes an offer to acquire the Shares of the Company for consideration comprising cash and/or securities,
which:
• may, if accepted, result in that person acquiring 50% or more of the total votes of the Company at a shareholders’ meeting; or
• is recommended to shareholders by the Board,
the Board will, at its absolute discretion, determine whether, and subject to such conditions as it thinks fit, some or all of the Shares will
immediately vest in a New Independent Director.

Voting restrictions
The Company will disregard any votes cast on Resolution 5 by any New Independent Director and any associated person (as defined in the
NZX listing rules) of a New Independent Director.
The Company will not disregard any votes cast by a New Independent Director as a proxy for a person who is entitled to vote, in accordance
with the express directions (i.e. instructions to vote for, against or abstain from Resolution 5) on the Proxy Form. However, NZX listing rule
9.3.3 prohibits a New Independent Director from exercising discretionary proxy votes on this resolution.

6. Resolution 6 - Auditors’ Remuneration
Ordinary resolution: “To authorise the Directors to fix Deloitte’s fees and expenses as the Company’s auditor for the year ended 31 March
2019.”
Rubicon recently undertook a competitive tender process in connection with the supply of audit services to the Company. As a result of
the assessment of proposals, the Board selected Deloitte to provide audit services to the Company, and KPMG resigned as the Company’s
auditor with effect from 21 August 2018. The Board appointed Deloitte as the auditor, with effect from the same date.
Deloitte has indicated its willingness to continue in office for the year ended 31 March 2019. Deloitte is automatically re-appointed at
the Annual Shareholders’ Meeting as auditor of the Company by virtue of section 207(T) of the New Zealand Companies Act 1993. The
proposed ordinary resolution is required to authorise the Directors of the Company to fix Deloitte’s fees and expenses for the following year
for the purposes of section 207(S) of the New Zealand Companies Act 1993.

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Admission Card to September 2018 Annual Shareholders’ Meeting
If you wish to attend the meeting please bring this admission card and form intact.
If you ar e not attending the meeting and would like to either cast a postal vote or nominate another
person to act as your pr oxy, please complete the appropriate sections below and post or fax this form
so that it is received by Computershare Investor Services no later than 3:30pm, Saturday 15 September
2018 (New Zealand time).
Voting
RESOLUTIONS
Signed: Date:
Signed: (Joint holders should all sign)
Shareholders should tick only one box for each resolution otherwise their vote will be tr eated as an abstention in respect of that resolution.
Appointment of Proxy
I/We (full name)
of the address above and being a shareholder(s) of Rubicon Limited
fo tnioppa ybereh
)sserdda lluf( )yxorp fo eman lluf(
fo reh/mih gniliaf ro
)sserdda lluf( )yxorp fo eman lluf(

Signed: Date:
Signed: (Joint holders should all sign)
(please tick the appropriate box)

For Against Abstain Proxy Discretion
Tear

as my/our proxy to vote for me/us on my/our behalf on the resolutions set out in the Notice of Meeting and on any other matters appropriately put
to the September 2018 Annual Shareholders’ Meeting of Rubicon Limited to be held, on Monday 17 September 2018 at the Carrus Pavilion, Blake
Park, 40 Kawaka Street, Mount Maunganui, and at any adjournment or postponement of that meeting so as to give effect to my/our intention as
set out above.
If you tick the For, Against or Abstain boxes of the “Voting” section of this form you are directing your proxy to vote in the manner indicated.
If you tick the Proxy Discretion box in the “Voting” section of this form, your proxy may vote as he or she thinks fit. If you do not tick one of the
For, Against, Abstain or Proxy Discretion boxes for each resolution then your vote will be treated as an abstention in respect of that resolution.
To be held at the Carrus Pavilion, Blake Park, 40 Kawaka Street, Mount Maunganui at
3:30pm, on Monday 17 September 2018.
1. To re-elect David Knott as a Director
2. To elect Thomas Avery as a Director
3. To elect Ozey Horton as a Director
4. To elect Paul Smart as a Director
5. That, subject to the election of Messrs Avery, Horton, and Smart as Directors of
the Company;
(a) the maximum aggregate remuneration able to be paid to the non-executive
Directors of the Company in 2018 be increased by NZ$25,000 from
NZ$800,000 to NZ$825,000 with immediate effect; and
(b) of the NZ$825,000 maximum aggregate remuneration able to be paid in
2018, NZ$450,000 shall be payable to Messrs Avery, Horton, and Smart
(i.e. NZ$150,000 each) by way of an issue of shares in the Company (and
not in cash) in compliance with listing rule 7.3.8 and on the terms set out
in the Explanatory Notes in the Notice of Meeting.
6. To authorise the Directors to fix Deloitte’s fees and expenses as the Company’s
auditor for the year ended 31 March 2019.

Voting Instructions
You may cast your vote in one of three ways:
• by personally attending the meeting;
• by appointing a proxy to attend the meeting; or
• by making a postal vote.
If you wish to attend the September 2018 Annual Shareholders’ Meeting, please bring this form with you to the meeting.
If you wish to appoint a pr oxy, please complete the “Appointment of Pr oxy” and “V oting” sections of this form and post or fax the whole
form to Computershare Investor Services*. Please note:
• You should dir ect your pr oxy (who need not be a shareholder of the Company) as to how to vote on the resolutions by indicating your voting
pr eferences in the boxes provided in the voting section of this form.
• If you wish, you may appoint as your pr oxy “The Chairman of the Meeting”. If you do so, your pr oxy for each resolution will be exercised
by the Chairman pr esiding at the time the resolution is voted on. The Chairman has advised that it is his intention to vote any discretionary
pr oxies held by the “Chairman of the Meeting” in favour of resolutions 1 to 6, as set out in the Notice of Meeting.
• This form must be signed by the shareholder/s or his/her attorney duly authorised in writing, or, if the shareholder is a company, by an officer
or attorney duly authorised. Joint holders and Trustees must all sign this form.
If you wish to cast a postal vote, please indicate your vote pr eferences in the “V oting” section of this form and post or fax the whole form
to Computershare Investor Services*.
* This form and the power of attorney or other authority, if any, under which it is signed,
or a copy of that power of attorney (unless
otherwise deposited with the Company) and a signed certifi cate of non-revocation of the power of attorney must be deposited at
Computershare Investor Services, either by fax to +64-9-488 8787, or by mail to the address on this form, no later than 3:30pm
on Saturday 15 September 2018 (New Zealand time).
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Rubicon Limited
c/- Share Registrar
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142
New Zealand
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