Notice of Annual Meeting

Thursday 18 October – 10.30 am
LIC Head Office
Cnr Morrinsville & Ruakura Roads
Newstead, Hamilton
Notice
of 2018
ANNuAl
MeetiNg

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Head Office
P: (07) 856 0700
F: (07) 858 2741
Physical address:
LIC Head Office
Corner Ruakura and Morrinsville Roads
Newstead, Hamilton
New Zealand
Postal address:
LIC
Private Bag 3016
Hamilton 3240
New Zealand

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Contents
Notice of Annual Meeting of Shareholders 4
Resolutions and Explanatory Notes 7
Voting Instructions for Shareholders 13
Disclosure of financial assistance as required under
the Companies Act 1993 17

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Notice of Annual Meeting of
Shareholders
Notice is hereby given that the Annual Meeting of
Shareholders of Livestock Improvement Corporation
Limited (“LIC” or “Company”) will be held at LIC’s Tempero
Centre, Corner Morrinsville and Ruakura Roads, Newstead,
Hamilton on Thursday 18 October 2018, commencing at
10.30 am with registration from 9.30 am.
Item 1: To receive and consider the Company’s
Financial Statements for the year ending 31
May 2018 and the Directors’ and Auditor’s
reports in respect thereof, all as set out in the
Annual Report, available on the LIC website
(www.lic.co.nz/shareholders/annual-reports/) or
on request, phone (07) 856 0700.
Item 2: To receive and consider the LIC Shareholder
Council’s report as presented at the
meeting and which will be available on
the LIC website following the meeting
(www.lic.co.nz/shareholders/annual-meeting/).
Item 3: Resolution 1: Approval of LIC Directors’
Remuneration*
To receive and consider the LIC Shareholder
Honoraria Committee’s recommendation as to
Directors’ remuneration, and if thought fit, to
resolve by way of ordinary resolution to:
“Approve the total remuneration of all Directors
taken together being increased by $17,100 from
$630,000 to $647,100”.
Item 4: To receive and consider the LIC Shareholder
Honoraria Committee’s recommendation
to maintain the current level of Shareholder
Councillor’s remuneration.
Business to be conducted

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Item 5: Resolution 2: Reappointment of external
Auditor KPMG*
To consider, and if thought fit, to resolve by way
of ordinary resolution to:
“Reappoint the chartered accountancy
partnership KPMG as the Auditor until the
conclusion of the Company’s next Annual
Meeting, and that the Directors be authorised to
fix its remuneration.”
Item 6: Resolution 3: Approval of the LIC Shareholder
Council’s budget*
To consider, and if thought fit, to resolve by way
of ordinary resolution to:
“Approve the LIC Shareholder Council’s budget
for the year ending 31 May 2019 as outlined in
the Explanatory Note in the Notice of Annual
Meeting.”
Item 7: Resolution 4: Ratify the reappointment of Ms
Candace Kinser Reed as an Appointed Director*
To consider, and if thought fit, to resolve by way
of ordinary resolution to:
“Ratify the reappointment of Ms Candace Kinser
Reed as an Appointed Director for a further three
year term.”
Item 8: General Business
Closure: 12.30 pm
Refreshments: 12.30 to 1.00 pm
Business to be conducted

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Procedural notes
(a) With respect to the items marked above with an
asterisk, Explanatory Notes are set out in the following
pages.
(b) Agenda Items 3, 5, 6 and 7 must be passed by an
ordinary resolution of Ordinary Shareholders, i.e. by
a simple majority of the votes of those Shareholders
entitled to vote and voting on the resolution.
(c) Resolution 1 in Agenda Item 3 relates to Directors’
Remuneration. Pursuant to NZAX Listing Rule 9.3.1 the
Directors and their Associated Persons are disqualified
from voting on Resolution 1. This extends to a Director
who has been appointed with a discretionary proxy.
A Director is only entitled to exercise a proxy for this
Resolution where the shareholder has provided that
Director with an express instruction setting out how to
exercise that shareholder’s vote.
(d) In each case the votes counted include postal
votes, electronic votes and the votes of proxies and
representatives.

M G King
Chairman, on behalf of the Board
September 2018

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Resolutions and Explanatory Notes
Item 3
Resolution 1: Approval of Directors’ Remuneration
To receive and consider the LIC Shareholder Honoraria
Committee’s recommendation as to Directors’
remuneration, and if thought fit, to resolve by way of
ordinary resolution to approve the total remuneration of all
Directors taken together being increased by $17,100 from
$630,000 to $647,100.
Explanatory Note
Honoraria Committee:
The Honoraria Committee was formed pursuant to
clause 24.2 of the Constitution and is made up of four
independent farmer shareholders who are elected by
shareholders. The role of the Committee is to consider and
recommend the form and amount of the remuneration of
Directors and Councillors. Committee members are: David
Gasquoine (Chairman), Ian Brown, Paul Todd and Scott
Montgomerie. This year the Committee met formally on
one occasion to review current remuneration levels.
Background
LIC Board:
The Honoraria Committee wishes to convey to
shareholders that it is evident that the role and business
of LIC differs from that of other companies. The speed
of technology change, mergers and acquisitions and the
international markets all bring risk and complexities to the
business. Health and Safety, Listing Rules and Financial
Market legislation also have a big impact on the business
and responsibilities of an LIC Board Director.
It is imperative that LIC maintains a high calibre of Director
on its Board particularly during a period of significant
change for the Company. Elected Directors bring a
strong understanding of the cooperative as well as the
New Zealand market and Appointed Directors bring
international markets, merger and acquisitions, health
and safety, technology, finance and risk and complex
business skills.

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The Committee felt LIC Directors were on par with other
organisations and recommend an increase of 3% for the
Chair and 3% for all Directors to maintain market parity.
Recommendation:
The Committee acknowledged that last year saw an
increase of 2.8% for the Chair and 3.7% across the rest
of the Board and prior to that the past two years have
seen the honoraria for the LIC Board increase slightly.
To maintain pay parity with other organisations, the
Committee recommends the increase to the base
honoraria of the Board of 3%.
The Honoraria Committee considers that the small
increase mentioned above would be appropriate, but
acknowledges the current environment dairy farmers are
facing. Based on this, and following further consultation
with the LIC Board Chair and the Shareholder Council
Chair, its final recommendation to shareholders is to
increase the Board’s current base honoraria by 3% for the
Chair and 3% for Elected and Independent Directors as set
out below.
Director Remuneration
CurrentProposedDifference
Chair$120,000$123,600$3,600
Each of the other nine
Directors
$50,000$51,500$1,500
*Maximum sum available
to reimburse for
additional duties & skills
$60,000$60,000$0
Total for LIC Board
(as a whole)
$630,000$647,100$17,100
* maximum pool available to LIC Board to set the
remuneration required for Appointed Directors honoraria
and/or the Committee Chairs’ remuneration.

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Item 4
To receive and consider the LIC Shareholder Honoraria
Committee’s recommendation to maintain the current
level of Shareholder Councillors’ remuneration.
Explanatory Note
Shareholder Council:
The role of the LIC Shareholder Council differs to that of
the Fonterra Shareholder Council, and is unique in how it
represents LIC’s 10,500 or so Shareholders.
The Committee acknowledged that in recent times, the
role of the Shareholder Council Chair has increased
significantly and is now more in line with the workload of
a Fonterra Councillor. In particular, the review of LIC’s
Capital Structure has increased the Council Chair’s
involvement on behalf of shareholders. Over the past two
years the Shareholder Council Chair’s remuneration has
increased slightly and is now at a more appropriate level.
Shareholder Council Remuneration
CurrentProposedDifference
Chair$30,000$30,000Nil
Deputy Chair$9,000$9,000Nil
Each of the 19 other
Councillors
$5,000$5,000Nil
Total for LIC Shareholder
Council (as a whole)
$134,000$134,000Nil
There is also a daily allowance of $220 available for
Councillors who carry out extraordinary duties at the
request of the Company.
Item 5
Resolution 2: Reappointment of External Auditor
To consider, and if thought fit, to resolve by way
of ordinary resolution to reappoint the chartered
accountancy partnership KPMG as the Auditor until the
conclusion of the Company’s next Annual Meeting, and
that the Directors be authorised to fix its remuneration.
Explanatory Note
Following a review, the Board recommends to
Shareholders that KPMG be reappointed as the external
Auditor for the ensuing year.

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Item 6
Resolution 3: Approval of Shareholder Council Budget
To consider, and if thought fit, to resolve by way of
ordinary resolution to approve the LIC Shareholder
Council’s budget for the year ending 31 May 2019 as
outlined below.
Explanatory Note
In accordance with the Constitution (clause 21.1),
Shareholders are required to approve the LIC Shareholder
Council’s budget each year. The Council has reported as
follows:
Expenditure
2017 - 20182018 - 2019
BudgetActualBudget
Honoraria
(inc daily allowance)
$140,300$138,251$142,000
Training Costs$15,0000$15,500
Meeting Related
Expenses
$59,207$45,536$74,672
Administration$4,030$2,576$4,280
Total $218,537$186,363$236,452
2017 / 2018 Season – Budget
The Council again reviewed their budget to reach a final
total budget of $218,537 of which $186,363 was used in the
2017/18 financial year.
The base Councillor Honoraria was unchanged but
there remained a provision for Councillors to claim a
daily allowance if attending meetings on behalf of the
Company. Administration costs continue to be kept to
a minimum. The Council’s scheduled October meeting
has been organised to coincide with the Annual Meeting
ensuring that meeting and travel costs a kept to a
minimum.
2018 / 2019 Season – Budget
With the downturn in the dairy industry over the past
couple of years the Shareholder Council removed their
annual study tour from their budget. In the 2018/19 season
the Shareholder Council feel it is necessary to include a
study tour to enable them to gain a further appreciation
and understanding of current and future influences for LIC.

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Item 7
Resolution 4: Ratify the reappointment of Ms Candace
Kinser Reed as an Appointed Director
To consider, and if thought fit, resolve by way of ordinary
resolution to
“Ratify the reappointment of Ms Candace Kinser Reed
as an Appointed Director for a further three year term.”
Explanatory Note
Pursuant to Schedule 3 of the Constitution, the Board of
Directors can invite up to three people to be Appointed
Directors. This is subject to the prior approval of the
LIC Shareholder Council and subsequent ratification by
Shareholders at the Annual Meeting.
The term of office for an Appointed Director is a maximum
of three years but he/she is eligible for reappointment if
invited by the Board to continue, subject to the approval
process.
The Board and the Shareholder Council unanimously
recommend the re-appointment of Candace Kinser Reed
for a further 3 year term.
Profile – Candace Kinser Reed
Candace has held a number of senior roles in the
biotech and technology sector including over a decade
of experience as a CEO and Board Director on private,
Crown and NZX listed boards. In 2012, when she was
the CEO of NZTECH, she was behind the creation of
TechWeek, the annual technology festival in New Zealand
and was the founder of NZTECH Women as well as a
supporting founder for ShadowTech, helping young
women into careers in technology. She is currently an
NZTE Beachheads Advisor and works with the University
of Auckland Return on Science national research
commercialisation program. Her driving passion is
leveraging growth-focussed, innovative science and
technology companies to succeed globally.
A decision whether to organise as study tour has been put
on hold due to the presence of Mycoplasma bovis in New
Zealand.
A small increase in the travel and meeting costs has also
been included to allow for increased costs of flights,
accommodation and catering.

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With advanced qualifications in business, governance
and technology, Candace has had experience growing
companies on the world stage as the CEO of genetics
software company Biomatters through to first-hand
experience in preparing and listing a technology company
on the NZX as a Director of EROAD. Candace was the
recipient of the Leadership award for the 2017 AUT
Business Awards and is a regular speaker at conferences
on the topic of technology innovation and business
growth.
Candace was appointed to the Board in October 2015.
Requirements
If Shareholders ratify her reappointment, Ms Kinser Reed
will be the Chair of LIC’s Technology Advisory Board and
will hold office for a further three-year term, retiring by
rotation in 2020.

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Voting Instructions for Shareholders
NB: All Shareholders have voting rights and are
entitled to attend the meeting.
1. Attend the meeting
Bring your Voting Paper to the meeting as the
barcode is required to assist with your registration;
or
2. Electronic voting
Visit www.electionz.com/LIC2018 and follow the
prompts. You will require your PIN and password
shown on your Voting Paper to exercise your vote.
Electronic voting will close at 10.30am Tuesday
16 October 2018; or
3. Postal voting
Complete the Postal Vote section of the Voting
Paper and return it in the reply paid envelope
provided to reach electionz.com before 10.30am
Tuesday 16 October 2018 or address to
electionz.com as per the details provided at the
bottom of this section; or
4. Appoint a Director or Councillor of LIC, or
another person as your proxy
Complete the proxy appointment section on the
Voting Paper including how you wish them to vote
(as a directed vote) or as ‘Proxy’s Discretion’ and
return to electionz.com to arrive before 10.30am
Tuesday 16 October 2018. Your appointed
Director/Councillor/Representative will receive
voting papers upon registration at the meeting.
Shareholders can vote in the following ways:
Please only use one voting option.

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Each method of voting and the way to use the Voting
Paper enclosed with this Notice of Meeting are
explained in detail below. Please choose only one voting
option.
Full details on how to return your Voting Paper to
electionz.com are available at the end of this section.
1. To attend and vote at the Annual Meeting
You must register at the registration desk prior to
entering the meeting.
The registration and poll will be managed by
electionz.com.
Shareholders wishing to vote at the meeting are asked
to bring their Voting Paper(s) with them to assist
with the registration and voting process however
replacement Voting Paper(s) will be available if
required.
Each resolution to be voted on will be presented to the
meeting. Following each presentation the Chairman
will ask shareholders to indicate their vote on the
Voting Paper(s).
Once the voting is completed, electionz.com will collect
your Voting Paper(s) from you.
2. To vote electronically
If you wish to cast your vote electronically, please
follow these steps:
1. Visit www.electionz.com/LIC2018
2. Enter your PIN and Password as shown on the top
of your Voting Paper.
3. Follow the prompts to complete your vote.
Please note multiple herd owners will need to vote on
each Voting Paper received individually.
Electronic voting will close at 10.30am Tuesday
16 October 2018.
3. To cast a postal vote
If you wish to cast a postal vote, complete the Postal
Vote section on your Voting Paper, indicate how you
wish to vote on each resolution and return the form
to electionz.com in any manner as described at the
bottom of this section.

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4. Appointing a Director or Councillor of LIC, or
another person, to attend the meeting and
vote on your behalf as your proxy
If you wish to appoint a Director or Councillor of LIC or
any other person as your proxy, you need to complete
the “Appointing a Proxy” section on your Voting Paper.
A proxy need not be a shareholder of LIC.
Please read the “Proxy Voting Information” on the
reverse of your Voting Paper carefully. In the area
provided, please insert the name of the Director,
Councillor or other person you wish to appoint. Use the
voting boxes to indicate how you wish your proxy to
vote. Alternatively indicate ‘Proxy Discretion’.
If you return the Proxy Form without indicating how
you wish to vote, your proxy will vote, or abstain from
voting, as he or she sees fit. If you indicate on the
Voting Paper how your proxy is to vote, your proxy will
vote as directed.
Any Director and LIC Shareholder Councillor, who is
appointed a proxy and is given a discretion as to how
to vote, will vote in what he or she believes to be in the
best interest of LIC.
PLEASE NOTE: Pursuant to NZAX Listing Rule 9.3.1 the
Directors and their Associated Persons are disqualified
from voting on Resolution 1 (Approval of Directors’
Remuneration). This extends to a Director who has
been appointed with a discretionary proxy. A Director
is only entitled to exercise a proxy for this Resolution
where the shareholder has provided that Director with
an express instruction setting out how to exercise that
shareholder’s vote.
Please advise your proxy that he or she must register
at the registration desk prior to entering the meeting
room to obtain the necessary voting papers to vote on
your behalf.
The Proxy Form must be completed, signed and
received by electionz.com no later than 10.30am on
Tuesday 16 October 2018.

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Return your Postal/Proxy Voting Paper to
electionz.com in any of the following ways:
• mail to electionz.com in the reply paid envelope
provided; or
• address and mail to The Returning Officer, Livestock
Improvement Corporation Limited, PO Box 3138,
Christchurch 8140; or
• deliver to electionz.com, 3/3 Pukaki Road, Yalhurst,
Christchurch 8042; or
• fax to 03 377 1474; or
• scan and email to iro@electionz.com (please put the
words “LIC Annual Meeting” in the subject line for easy
identification); or
If you are not attending and voting at the Annual
Meeting, your electronic vote must be cast or your
Voting Paper must be received by electionz.com no later
than 10.30am on Tuesday 16 October 2018 to be valid.
The LIC Board has appointed Mrs Melanie Tonkin,
Governance and Representation Advisor, as the Returning
Officer. She has authorised elecionz.com to receive, record
and count all postal votes, electronic votes and proxy
votes.
If you have any questions regarding the voting, please
contact the Election Helpline on 0800 666 048.
Please Note
All Shareholders / Proxy holders / visitors or any
other person(s) who will be attending the LIC
annual meeting must register at the registration
desk prior to entering the meeting room.
Please choose only one voting option.
Multiple herd owners need to vote on each Voting
Paper received individually.

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Disclosure of financial assistance as
required under the Companies Act 1993
LIC Employee Share Scheme
LIC proposes to provide financial assistance to those
employees who elect to participate in the LIC Employee
Share Scheme (“Employee Scheme”) which from 1 April
2011 has been managed by Craigs Investment Partners
Ltd (Manager) with Custodial Services Ltd acting as
custodian. LIC proposes to pay the Manager’s and
Custodian’s fees and expenses (including brokerage). The
amount of the Manager’s fee will depend on how many
employees participate in the Employee Scheme and the
level of their contribution. An estimate of the net amount
of the financial assistance is $24,000.
The Board of LIC resolved on 18 July 2018 that LIC should
provide the financial assistance referred to above
(“Employee Scheme Assistance”) for the period of twelve
months commencing 10 working days after the date of
sending this disclosure to Shareholders, and that the
giving of the Employee Scheme Assistance is in the best
interests of LIC and is of benefit to Shareholders not
receiving that financial assistance; and that the terms
and conditions under which the Employee Scheme
Assistance is given are fair and reasonable to LIC and to
the Shareholders not receiving that financial assistance.
The grounds for the Board’s conclusions are:
(a) The Employee Scheme is a valuable addition to the
benefits available to the employees of LIC and will
assist in retaining them as valuable staff;
(b) The Employee Scheme is a method of aligning
the interests of employees with the interests of
Shareholders and is an effective means of motivating
future performance of the employees. This is expected
to bring about an increase in the value of the Shares;
(c) Shareholders will not be diluted or otherwise
disadvantaged as no new Shares are being issued
under the Employee Scheme;
(d) The additional Shares will be purchased through the
Manager at the market price;

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(e) The Employee Scheme will enhance the liquidity in the
market for the Shares, providing a more liquid market
for Shareholders wishing to sell those Shares;
(f) The amount of financial assistance is minimal in
comparison to the benefits arising out of the Employee
Scheme for Shareholders and LIC.
ote
Internet voting, postal voting & proxy
appointments close
10:30am Tuesday 16 October 2018
Or
Vote in person at the Annual Meeting
10:30am Thursday 18 October 2018

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www.lic.co.nz

---

Private Bag 3016
Hamilton 3240
New Zealand

0800 651 156
www.lic.co.nz
LIC is the trading name of Livestock Improvement Corporation Limited
Market statement
24 September 2018
Notice of Annual Meeting

Livestock Improvement Corporation Limited (NZX: LIC) (LIC) will hold its Annual Meeting in
Hamilton on Thursday 18 October 2018:
LIC Head Office, Newstead, Hamilton
9.30am registration and morning tea
10.30am meeting start
12.30pm meeting close and lunch
The attached Notice of Meeting outlines the business to be conducted and is being posted to
shareholders today.

LIC Board Chair, Murray King and Chief Executive Wayne McNee will present the farmer-owned
co-operative’s financial report for the year to 31 May 2018 and the factors that drove this year’s
solid performance.
During the year, LIC refreshed its business strategy and this will also be presented to shareholders
at the Annual Meeting.

The information presented will be available on the LIC website after the meeting.
ENDS

Shareholder enquiries - contact the Share Registry Team, 0800 264 632
Media enquiries – contact Ashleigh Sattler Communications Manager 027 617 1942

About LIC
LIC is a farmer-owned co-operative that provides a range of services and solutions to improve the
productivity and prosperity of farmers. This includes dairy genetics, information technology, herd testing,
DNA parentage verification and farm advisory services through FarmWise. Subsidiary business LIC
Automation also provides integrated automation systems and unique milk testing sensors that present real-
time data while a cow is being milked. With origins dating back to 1909, LIC has a long history of world-
leading innovations for the dairy industry.

Today the New Zealand-based co-operative employs more than 700 permanent staff, swelling to 2000
during the peak dairy mating season. LIC also has offices in the United Kingdom, Ireland and Australia. All
LIC profit is returned to its farmer owners/shareholders in dividends or re-invested for new solutions,
research and development or dividends. www.lic.co.nz