New Zealand King Salmon Investments Limited logo

Notice of Annual Shareholders’ Meeting

AGM19 October 2018NZKConsumer Staples

Dear Shareholder
We invite you to join us for the Annual Meeting

of the Shareholders of New Zealand King Salmon

Investments Limited (“NZKS”), to be held at:

Scenic Hotel Marlborough

65 Alfred Street

Blenheim 7201

in the Marlborough Room

Tuesday 6 November 2018 at 2:00 pm

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 2:00pm (New

Zealand time) on Sunday 4 November 2018.

NOTICE OF

ANNUAL MEETING

OF SHAREHOLDERS

2018

RESOLUTIONS
01

That the Board is authorised to fix the auditor’s

remuneration for the coming year.

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

A .

CHAIRMAN’S

ADDRESS

B.

MANAGING

DIRECTOR’S

ADDRESS

C.

ORDINARY

RESOLUTIONS

D.

GENERAL

BUSINESS

02

Having retired by rotation, that John Ryder be re-elected

as a Director.

03

Having retired by rotation, that Thomas Song 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.

John Ryder

Chairman

9th October 2018

ITEMS OF BUSINESS

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 Ernst & Young to continue as

the Company’s auditor, and Ernst & Young 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 RESOLUTION 2 & 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

Grant Rosewarne as an Executive Director nominated by the

Board (pursuant to clause 26.1(c) of the Constitution).

Two Directors are required to retire at this meeting. The Board

has resolved that John Ryder and Thomas Song will retire at the

Annual Meeting. John and Thomas, each being eligible, offer

themselves for re-election and the Board unanimously supports

the re-election of John and Thomas.

John Ryder

INDEPENDENT CHAIRMAN

Term of Office: Appointed Director on 1 September 2009,

re-appointed Director on 21 September 2016

Board Committees: as Chairman of the Board, is invited to

attend all committees

MCom (Hons), CA, CMA

John became a director of New Zealand King Salmon in 2009.

John is an active investor and company director, and his

current roles include Executive Chairman of Alpine Retirement

Group Limited and Independent Chairman of Direct Capital V

Management. John was the co-founder of NZX listed Ryman

Healthcare Limited (where he was co-Managing Director) and

was a director of NZX listed Michael Hill International Limited.

He was involved in the initial public offering of both of these

companies. John is a Chartered Accountant. The Board has

determined that John is an independent director.

Thomas Song

NON-EXECUTIVE DIRECTOR

Term of Office: Appointed Director on 7 August 2008,

re-appointed Director on 21 September 2016

Board Committees: Member of the Health, Safety

& Risk Committee

FCCA

Thomas has been a director of New Zealand King Salmon since

2008. Thomas is Managing Director of major New Zealand

King Salmon shareholder Oregon Group. In this role Thomas is

also the chairman of Neil Corporation Limited and Winstone

Pulp International Limited. Thomas is a fellow member of the

Association of Chartered Certified Accountants (UK). Thomas

is a nominated appointee for major New Zealand King Salmon

shareholder Oregon Group and the Board has determined that

he is not an independent director.

Voting on all resolutions put before the meeting shall be by
way of poll. Shareholders are encouraged to cast a postal or

online vote or appoint a proxy to exercise their vote on their

behalf if they cannot attend the meeting in person. Your

rights to vote may be exercised by:

a) Attending and voting in person; or

b) Postal or online 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 2:00pm on Sunday 4 November 2018.

The Chief Financial Officer, Andrew Clark, 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 2:00pm on Sunday 4 November 2018.

You may appoint the Chair of the meeting as your

proxy. The Chair of the meeting intends to vote any

discretionary proxies in favour of the resolutions. If your

named proxy does not attend the meeting or you have

ticked the proxy discretion box but not named a proxy,

you will be deemed to have appointed the Chair of the

meeting as your proxy.

ELIGIBILITY TO VOTE

Any shareholder whose name is recorded in the NZKS share

register at 5pm on Friday 2 November 2018 is entitled to

attend the Annual Meeting and vote either in person or by

proxy (subject to the time limits for returning Voting Forms).

ATTENDANCE & VOTING

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

RSVP AND QUESTIONS IN

ADVANCE OF THE MEETING

Please fill out and return the RSVP form by 2 November

2018 by using the enclosed pre-paid envelope if you are

planning to attend the Annual Meeting.

To assist NZKS’ Board to provide answers to questions from

shareholders, NZKS 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 NZKS. 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: investor@kingsalmon.co.nz.

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.

---

Turn over to complete the form to vote
Signing Instructions for Postal Forms

Individual

Where the holding is in one name, the securityholder must sign.

Joint Holding

Where the holding is in more than one name, all of the securityholders should

sign.

Power of Attorney

If this Proxy Form has been signed under a power of attorney, a copy of the

power of attorney (unless already deposited with the Company) and a signed

certificate of non-revocation of the power of attorney must be produced to the

Company with this Proxy Form.

Companies

This form should be signed by a Director jointly with another Director, or a

Sole Director can also sign alone. Please sign in the appropriate place and

indicate the office held.

Comments & Questions

If you have any comments or questions for the company, please write them on

a separate sheet of paper and return with this form.

Attendance and voting

Voting on all resolutions put before the meeting shall be by way of poll.

Securityholder are encouraged to cast a postal or online vote or appoint a proxy

to exercise their vote on their behalf if they cannot attend the meeting in

person.

You may cast your vote in one of the four ways described below. You may

abstain from voting on one or more of the resolutions.

(a) Online

Lodge your postal vote or proxy online at www.investorvote.co.nz

(b) Casting a postal vote

You may cast a postal vote on one or more of the resolutions by completing the

FOR, AGAINST or ABSTAIN boxes in ‘Step 1’ overleaf, signing this voting form

and returning it to the share registrar.

(c) Appointing a proxy

You may appoint a proxy to attend the meeting and either direct the proxy as to

how to vote or give the proxy discretion as to how to vote on the resolutions by

completing the FOR, AGAINST, ABSTAIN or PROXY DISCRETION box on ‘Step 1’

overleaf, completing the appointment of proxy details in ‘Step 2’ overleaf,

signing this Voting Form and returning it to the share registrar. The proxy need

not be a securityholder of the Company. You may appoint the Chair of the meeting

as your proxy. The Chair of the meeting intends to vote any discretionary

proxies in favour of the resolutions. If your named proxy does not attend the

meeting or you have ticked the proxy discretion box but not named a proxy, you

will be deemed to have appointed the Chair of the meeting as your proxy.

(d) Attending and voting in person

You should bring this Voting Form to the meeting and hand the attendance card

to the share registry at the entrance to the meeting.

Your secure access information

Control Number: CSN/Securityholder Number:

PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand)

to securely access InvestorVote and then follow the prompts to lodge your vote or appoint your proxy online.

Proxy/Voting Form

Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:

www.investorvote.co.nz

Scan the QR code to vote now.

Smartphone?

For your proxy or vote to be effective it must be received by 2:00pm (New Zealand time) on Sunday 4 November 2018.

Lodge your postal vote or proxy

Online

www.investorvote.co.nz

By Mail

Computershare Investor Services Limited

Private Bag 92119 Auckland 1142 New Zealand

By Fax

+64 9 488 8787

For all enquiries contact

+64 9 488 8777

corporateactions@computershare.co.nz

New Zealand King Salmon Investments Limited

ATTENDANCE SLIP
Annual General Meeting of New Zealand King Salmon

Investments Limited to be held in the Marlborough Room,

Scenic Hotel Marlborough, 65 Alfred Street, Blenheim 7201

on Tuesday 6 November 2018 at 2:00 pm

Signature of Securityholder(s) This section must be completed.

SIGN

or Sole Director/Directoror Director (if more than one)

SecurityholderSecurityholder 2Securityholder 3

Contact Name Contact Daytime Telephone Date

Appointment of Proxy

STEP 2

If you mark any of the PROXY DISCRETION boxes above you must appoint a proxy. This may be the chairman or any director if you so wish.

Please note: If you do not plan to attend the meeting, you may cast a postal vote or appoint a proxy to vote at the meeting.

Ordinary Business

Item 1

That the Board is authorised to fix the auditor’s remuneration for the coming year.

Item 2 Having retired by rotation, that John Ryder be re-elected as a Director.

Item 3

Having retired by rotation, that Thomas Song be re-elected as a Director.

Proxy

Discretion

For

Against

Abstain

Voting Instructions/Voting Paper

STEP 1

hereby appointof

or failing him/herof

I/We being a securityholder/s of New Zealand King Salmon Investments Limited

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual General Meeting of New Zealand

King Salmon Investments Limited to be held in the Marlborough Room, Scenic Hotel Marlborough, 65 Alfred Street, Blenheim 7201 on Tuesday 6 November 2018

at 2:00 pm and at any adjournment of that meeting.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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