Notice of Meeting – 29 November in Christchurch

PROXY FORM & VOTING PAPER FOR ANNUAL MEETING



CSN/Shareholder Number:



The 2018 Annual Meeting of shareholders of Scott Technology Limited will be held at: Scott Technology Limited,
10 Maces Road, Christchurch on Thursday 29 November 2018 commencing at 3:00p.m.


IMPORTANT:
If you are attending the Annual Meeting:
Bring this Proxy Form and Voting Paper intact.

If you are NOT attending the Annual Meeting but
wish to be represented by a proxy:
Complete and sign the proxy form overleaf and
lodge your proxy by following the instructions below.


LODGE YOUR PROXY:
Scan and Email:
m.aberhart@scott.co.nz

Deliver:
Scott Technology Limited
630 Kaikorai Valley Road
Dunedin 9011

Mail:
Use the enclosed reply paid envelope or address to:
Scott Technology Limited
Private Bag 1960
Dunedin 9054 New Zealand

General Enquiries:
Phone: +64 3 478 8110


Please note:
1. A shareholder of the Company who is entitled to attend and vote may appoint a proxy to attend and
vote on his/her behalf.
2. A proxy appointed by a Shareholder need not be a Shareholder of the Company.
3. Proxies must be lodged at Scott Technology Limited, Private Bag 1960, Dunedin 9054, New Zealand,
not less than 48 hours before the time of the meeting.
4. Joint holders should all sign this form. Companies should execute this form in accordance with the
Companies Act 1993 or by an attorney duly authorized.
5. If this form is executed under Power of Attorney, a certificate of non-revocation of Power of Attorney
should be completed. A copy of the Power of Attorney should be forwarded with this form if it has not
already been noted by the Company.
Please also complete and sign the form overleaf.

STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF (If not attending the Annual
Meeting) I/We being a shareholder/s of Scott Technology Limited, hereby appoint:
of
or failing him/her

of

or failing him/her

the Chairman of the meeting
as my/our proxy to vote for me/us and on my/our behalf at the Annual Meeting of the Company to be
held on the 29
th
day of November 2018 and at any adjournment thereof. Note: The Chairman of the
meeting will be deemed to be your proxy if no proxy is specified or if your appointed proxy/proxies
is/are unable to attend the meeting.

STEP 2: ITEMS OF BUSINESS - PROXY VOTING
If this proxy is to be used in favour of, against, or to abstain from, any particular resolution or
resolutions, please so indicate by placing a tick (✓) in the appropriate box. Unless otherwise indicated
the proxy will vote as he or she thinks fit. Please note: if you mark the Abstain box for an item, you are
directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be
counted in computing the required majority.

Resolutions
1. Election of Director – John Thorman
That Mr John Thorman be elected as a Director.
2. Election of Director – Brent Eastwood
That Mr Brent Eastwood be re-elected as a Director.
3. Election of Director – Edison Alvares
That Mr Edison Alvares be re-elected as a Director.
4. Auditor
That Deloitte be reappointed as auditor of the
Company and the Directors be empowered to
fix the auditor’s remuneration.
For explanatory notes, refer Notice of Meeting


STEP 3: SIGNATURE OF SECURITY HOLDER(S) This section must be completed.

Security holder 1 Security holder 2 Security holder 3

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney

Contact Name Contact Daytime Telephone Date
Electronic Investor Communications:
If you receive the Notice of Meeting & Proxy by mail and wish to receive your future investor communications by
email please provide your email address below.

For further information, please refer to the enclosed notice of meeting and explanatory notes.
For

Against Abstain
Proxy
Discretion

NOTICE OF ANNUAL MEETING
Notice is hereby given that the 2018 Annual Meeting of Shareholders of Scott Technology Limited will
be held at Scott Technology Limited, 10 Maces Road, Christchurch, on Thursday 29 November 2018
commencing at 3:00pm.
ORDINARY BUSINESS
1. Annual Report
To consider and adopt the Report of the Directors, the Financial Statements and the Auditor’s Report
for the year ended 31 August 2018.
2. Election of Director – John Thorman (Resolution 1)
To elect and confirm the appointment of Mr John Thorman as a Director.
In accordance with the Company’s constitution and the NZSX Listing Rule 3.3.6, Mr John Thorman
was appointed by the Board during the year and automatically retires at the annual meeting. Being
eligible, Mr John Thorman offers himself for election. Mr John Thorman is an Independent Director in
terms of the NZSX Listing Rules.
3. Election of Director – Brent Eastwood (Resolution 2)
To re-elect and confirm the appointment of Mr Brent Eastwood as a Director.
In accordance with the Company’s constitution and the NZSX Listing Rule 3.3.11, Mr Brent Eastwood
retires by rotation, and being eligible, offers himself for re-election. Mr Brent Eastwood represents JBS
Australia Pty Limited and is therefore not an Independent Director in terms of the NZSX Listing Rules.
4. Election of Director – Edison Alvares (Resolution 3)
To re-elect and confirm the appointment of Mr Edison Alvares as a Director. In accordance with the
Company’s constitution and the NZSX Listing Rule 3.3.11, Mr Edison Alvares retires by rotation, and
being eligible, offers himself for re-election. Mr Edison Alvares represents JBS Australia Pty Limited
and is therefore not an Independent Director in terms of the NZSX Listing Rules.
5. Auditor (Resolution 3)
To record the reappointment of Deloitte as auditor of the Company and to authorise the Directors to fix
the auditor’s remuneration.

OTHER BUSINESS
6. To consider such other business as may be properly submitted to the meeting.
By Order of the Board



G W Chiles
Chief Financial Officer
29 October 2018
PROXIES
A shareholder entitled to attend and vote may appoint a proxy to attend and vote on his/her behalf. The
proxy need not be a shareholder of the Company. An instrument appointing a proxy must be lodged with the
Company, Scott Technology Limited, Private Bag 1960, Dunedin 9054, New Zealand not less than 48 hours
before the time for holding the meeting. A proxy form is enclosed for the convenience of
shareholders.


Are ordinary resolutions and are therefore required to be passed by a simple majority of the votes of those
shareholders entitled to vote and voting on the resolutions.

EXPLANATORY NOTES:
1. Resolutions 1-4 are ordinary resolutions and are therefore required to be passed by a simple
majority of the votes of those shareholders entitled to vote and voting on the resolutions.

2. Resolutions 1, 2 and 3 (Election of Directors):
The NZSX Listing Rules require any director appointed by the Board during the year to retire at the
next annual meeting on the basis that they may seek election if they wish. In addition, the NZSX
Listing Rules require that an Executive Director be appointed for a term not exceeding five years (but
not precluding them being reappointed) and one-third of the directors to retire by rotation at each
annual meeting (on the basis that they may seek re-election if they wish).
No nominations for directors were received from shareholders. The Board unanimously recommends
that shareholders vote in favour of the election of Mr John Thorman and the re-election of Mr Brent
Eastwood and Mr Edison Alvares as Directors of Scott Technology Limited.

3. Resolution 1: Election of Director Mr John Thorman
John Thorman retires and seeks election in accordance with NZSX Listing Rule 3.3.6. John Thorman is
the Managing Director of TMF Group New Zealand and a director of a number of other overseas
owned New Zealand businesses. He has had a successful career with leading global professional
services firms working in Europe and New Zealand as well as holding the position of CFO of an
internet start-up. He has considerable experience in assisting companies expand into new markets,
acquire and integrate businesses and maintain compliance globally.

4. Resolution 2: Election of Director Mr Brent Eastwood
Brent Eastwood retires and seeks re-election in accordance with NZSX Listing Rule 3.3.11. Brent
Eastwood was appointed Chief Executive Officer of JBS Australia in September 2012. Prior to this he
was Chief Operating Officer for JBS Australia (Northern). Brent Eastwood has extensive international
experience in business leadership, and the sales and marketing of animal protein. He has worked in
executive roles within JBS USA including Head of JBS Trading Worldwide, Vice-President Beef
Sales USA and President of JBS Carriers USA. His prior experience in Australia included time with
JBS’ predecessor company, Australia Meat Holdings, as General Manager of AMH Trading Division
for five years, eight years in meat trading with the DR Johnson Group and three years as CEO of the
ConAgra Trade Group in Sydney. Brent Eastwood entered the meat industry in New Zealand in 1984
and spent five years in management roles including Production, Quality Assurance, Cold Storage,
Operations and Payroll.

5. Resolution 3: Election of Director Mr Edison Alvares
Edison Alvares retires and seeks re-election in accordance with NZSX Listing Rule 3.3.11. Edison
Alvares has over 20 years’ experience in major companies within Brazil and on a global scale. He
holds an Economics degree and Business Administration degree, and concluded his Executive
Master of Business Administration (EMBA) in 2015 at Queensland University of Technology (QUT).
His area of expertise is Finance and Controlling. For over ten years Edison Alvares has led the
Finance and Administration team of JBS Australia, from the first stages of JBS’s ownership and
expansion in 2007, through to the consolidated business today of over 13,000 employees and
revenue in excess of AU$7b. Prior to joining JBS in 2005 in Brazil, he was employed in finance and
controlling roles within the telecommunications and capital goods sector.