Notice of Meeting

Notice of Annual Meeting of Shareholders
Friday, 14 December 2018
Sanford Limited (the Company) gives notice that its Annual Meeting of Shareholders will
be held at GridAKL, The Workshop Room, Level 1, 12 Madden Street, Wynyard Quarter,
Auckland 1010 on Friday, 14 December 2018 commencing at 2.00pm (see location map
overleaf).
The business of the meeting will be:
1. Chairman’s Introduction
2. Chief Executive Officer’s Review
3. Financial Statements and Reports
To receive and consider the Financial Statements of the Company for the year ended 30 September 2018
together with the Directors’ and Auditor’s report to Shareholders.
4. Resolutions
To consider and, if thought fit, to pass the following ordinary resolutions:
Resolution 1: Re-election of Robert McLeod: That Robert McLeod, who retires by rotation and is eligible for
re-election, be re-elected as a director of the Company.
Resolution 2: Election of Abigail Foote: That Abigail Foote, having been nominated for election by a share
holder, be elected as a director of the Company.
Resolution 3: Director remuneration: That the total maximum director’s remuneration of all directors, be
increased by $90,000 from $700,000 per annum to $790,000 per annum with effect from
1 October 2018, such sum to be divided amongst the directors at the discretion of the Board.
Resolution 4: Auditor: To authorise the Directors to fix the fees and expenses of the Auditor.
Refer to the explanatory notes on page 2 for further details on these resolutions.
5. General Business
To consider such other business as may be properly raised at the meeting.
D C McIntosh
General Manager Risk and Corporate Affairs
15 November 2018
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GridAKL is located midway down Madden Street, Wynyard Quarter
https://gridakl.com/how-to-get-here/
Car parking is available at the following locations:
- Jellicoe Street Carpark
- 69 Gaunt Street
- Victory Church Carpark, cnr Fanshawe and Beaumont Streets
Procedural Notes
For shareholders who cannot attend the Annual Meeting, the Company will be webcasting the meeting online.
Refer page 5 for further information.
Persons Entitled to Vote
The persons who will be entitled to vote at the Annual Meeting are those persons registered as holding ordinary
shares on the Company’s share register at 5:00pm on Wednesday, 12 December 2018.
Ordinary Resolutions (Resolutions 1, 2, 3 and 4)
Each of Resolutions 1, 2, 3 and 4 is an ordinary resolution. In order for an ordinary resolution to be passed, it must
be approved by a simple majority of the votes of those shareholders entitled to vote and voting on the resolution.
Proxy / Postal Voting
A shareholder entitled to attend and vote at the Annual Meeting is entitled to:
• appoint a proxy to attend and vote instead of the shareholder; or
• cast a postal vote instead of attending in person or appointing a proxy.
A Proxy/Voting Form is enclosed with this Notice of Annual Meeting. To be effective, the Proxy/Voting Form
must be deposited with the Company in accordance with the instructions on the form not later than 2pm,
12 December 2018.
A shareholder may appoint “The Chair of the Meeting” as Proxy. Where a direction is not given to the Chairperson
as to how to cast the vote on any Resolution, then the Chairperson intends to vote in favour of the Resolution,
except for the voting restrictions that apply to Resolution 3 as detailed in Explanatory note 3 on page 4.
A proxy need not be a shareholder of the Company.
A corporation may appoint a person to attend the meeting as its representative in the same manner as that in
which it may appoint a proxy.
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ANZ Viaduct
Events Centre
ASB Waterfront
Theatre
AMENITIES
ASB
Datacom
Fonterra
Hewlett Packard
Microsoft
IBM
BUSINESSESLOCATION
Wynyard Quarter
Innovation Precinct
Wynyard Quarter
GridAKL / Mason Brothers
GridAKL / 12 Madden St
GridAKL / John Lysaght
VIADUCT
BASIN
WYNYARD
QUARTER
HALSEY ST
MADDEN ST
PAKENHAM ST W
BEAUMONT ST
SILO PARK
VICTORIA PARK
FANSHAW ST
N
O
R
T
H
-
W
E
S
T
E
R
N

M
O
T
O
R
W
A
Y
HARBOUR
BRIDGE
2KM
AUCKLAND
CBD
1KM
UNIVERSITY
CAMPUSES
2KM
BRITOMART
TRANSPORT
CENTRE
1.5KM
FERRY
TERMINAL
1.2KM

Explanatory Notes
Explanatory note 1 – Re-election of director (Resolutions 1)
As required by clause 27 of the Company’s constitution and Rule 3.3.11 of the NZX Main Board / Debt Market
Listing Rules (Rules), Robert A McLeod being one of the directors who has longest been in office since they were
last elected, retires by rotation at the Annual Meeting and, being eligible, offers himself for re-election.

Bruce Goodfellow, being the other director who has longest been in office since they were last elected, also retires
by rotation at the Annual Meeting but, as announced on 8 November 2018, he is not seeking re-election
Robert McLeod is considered by the Board to be an Independent Director.
The Board (other than Robert McLeod in respect of his own position) supports the re-election of Robert McLeod
and recommends that shareholders vote in favour of Resolution 1.

Please refer below for a brief biography of Robert McLeod.
Biography of Robert McLeod
Rob has had an extensive professional and governance career both within the accounting profession and various public
and private companies. Rob is Chairman of Quayside Holdings Limited and a director of the Port of Tauranga Limited.
His past directorships include ANZ National Bank, Sky City Entertainment Group and Telecom. He is a past Chairman
of Aotearoa Fisheries Limited (now Moana), Sealord Group Limited and was a Commissioner of the Waitangi Fisheries
Commission. He has chaired and been a member of a number of Government Task Forces and is also a past Chairman
of the New Zealand Business Roundtable. His most recent roles were as CEO of Ernst & Young Oceania (Australia, New
Zealand ad Pacific Islands) based in Sydney from 2010 to the end of 2014 and finally as the New Zealand Chairman for
the 2015 calendar year prior to his retirement from EY. In addition to his current governance responsibilities, he is also
a barrister sole.
Explanatory note 2 – Election of director (Resolution2)
Abigail (Abby) Foote having been appointed to the Board subsequent to the last annual meeting is required to retire
and seek re-election under clause 26.2 of the Company’s constitution and Rule 3.3.6 of the NZX Listing Rules. Abby has
been nominated for election as a director by Paul Norling and is considered by the Board to be an Independent Director.
If Resolution’s 1 and 2 are passed there will be a total of five directors on the Board. The Board (other than Abby Foote
in respect of her own position) unanimously supports the election and recommends that shareholders vote in favour of
Resolution 2.
Biography of Abigail Foote
With qualifications in both law and accounting, Abby’s career has encompassed both disciplines, focusing on
corporate finance and commercial transactions. She has experience in a number of diverse areas including mergers and
acquisitions, treasury and structured finance transactions, and telecommunications. She also has experience in
managing large projects and in strategic development and implementation.
Abby is a professional director with over 10 years’ experience as a director, including both NZX and Crown companies.
Abby is currently a director of Z Energy Limited where she chairs the Health, Safety, Security and Environment
Committee. She is also a director and chair of the audit and risk committees of Museum of New Zealand Te Papa
Tongarewa, TVNZ and Freightways. Abby’s previous governance roles include Transpower New Zealand Limited,
Diligent Corporation, Mike Pero Mortgages and Livestock Improvement Corporation (LIC).
Explanatory note 3 – Director remuneration (Resolution 3)
Resolution 3 seeks shareholder approval for increasing the maximum amount that may be paid each year to the
directors of the Company for their services as directors of the Company. Currently the approved amount is $700,000
and the Resolution seeks approval to increase this by $90,000 to $790,000 per annum effective from 1 October 2018,
to be divided among the directors at the discretion of the Board.
3

In placing this fee increase before shareholders, the following is relevant and should be noted:
• The recommended fees are based on an independent report commissioned from Ernst & Young Limited
(EY) as to the current appropriate level of fees for the Company’s directors and a recommended Director
Fee Pool.
• The last increase to the Directors’ Fee Pool was approved by shareholders for the year beginning
1 October 2015 as the Board has sought to restrict fee increases and costs.
• The Report recommends board fees and committee fees to be positioned at approximately the 75th
percentile of the Comparator group.
• The company is in a transformational phase of change which has necessitated a higher level of
involvement at both the Board and in particular the Committee level.
• We need to be continually aware of the need to keep fees within appropriate market range to be able
to attract directors with the talent, skills and experience necessary for the complexity and
transformational change involved at Sanford.
• The increase sought will accommodate a moderate increase in base director’s fee, an increase in the
Chairman’s fee and the introduction of a Deputy Chairman’s fee. In addition it will provide some
modest headroom for potential added Board Committee cost.
Shareholder approval for an increase is required under NZX Main Board Listing Rule 3.5.1.
In accordance with the voting restrictions in the NZX Main Board Listing Rules, no vote may be cast by the
directors or any of their respective associated persons (as defined in the NZX Main Board Listing Rules) in favour
of Resolution 3. This restriction applies where the director, or an associated person of a director, has been
appointed as a discretionary proxy or representative for another shareholder.
The Company will disregard any votes cast by any such person on the relevant resolution. However, the Company
need not disregard any votes cast by any such person on the relevant resolutions as proxy for a person who is
entitled to vote, in accordance with the express directions of that person on the proxy form as to how to vote.
Explanatory note 4 – Fixing of auditor’s fees and expenses (Resolution 4)
KPMG is automatically re-appointed as auditor under section 207T of the Companies Act 1993 (CA). Resolution 4
authorises the Board to fix the fees and expenses of the auditor.
Attending the Annual Meeting online
The Company is holding its first hybrid Annual Meeting so that shareholders who are unable to attend in person can
still have the opportunity to attend and participate in the 2018 Annual Meeting online via the Lumi AGM. By using Lumi
AGM, you will be able to watch the Annual Meeting, vote and ask questions online from your smartphone, tablet or
desktop device.

To attend the Annual Meeting online, download the Lumi AGM app at the Apple App Store or Google Play Store.
Alternatively, login through your web browser by visiting web.lumiagm.com. Please refer to the Virtual Meeting Guide
on page 5 for more information.

Shareholders will require their CSN/Securityholder Number and postcode for verification purposes.

If you wish to appoint a proxy to attend online via Lumi AGM on your behalf, please ensure that you provide their
contact details (phone and email) on the Voting Form.
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NAVIGATING LUMI AGM
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to either:
>Download Lumi AGM from the Apple App or Google Play Stores for free—search for Lumi AGM; or
>Visit web.lumiagm.com on your desktop or mobile device. Ensure that your browser is compatible—Lumi AGM supports the latest
versions of Chrome, Safari, Internet Explorer, Edge and Firefox.
VIRTUAL ANNUAL MEETING GUIDE 2018
GETTING STARTED
ACCESSING THE VIRTUAL MEETING
Once you have downloaded Lumi AGM
or entered web.lumiagm.com into your
internet browser, you’ll be prompted
to enter the Meeting ID and accept the
terms and conditions.
You will then be required to enter your:
> username (CSN or Holder number);
> password (postcode, or country
code for overseas residents)
VOTING IN LUMI AGM
Once the poll has been opened, will
appear on the nav bar at the bottom of
the screen—from here, the resolution
and voting directions will be displayed.
To vote, simply select your voting
direction from the options shown on
screen. To change your vote, simply
select another direction—you can cancel
your vote by clicking ‘Cancel’.
USING LUMI AGM
LOGGING IN
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
password (postcode).
OVERSEAS RESIDENTS
Username (CSN or Holder Number); and
Password (three-character ISO3 country
code) e.g. AUS is the ISO3 code for
Australia.
You can find a full list at
www.computershare.com/iso3
APPOINTED PROXIES
A username and password will be
provided prior to the meeting.
If you have not received your username
and password, please contact
Computershare on +64 9 488 8777
between 8.30am—5.00pm Monday to
Friday.
MEETING ID
337-268-480
To log in, you must have the following information (which can be found on your Shareholders’ Voting and Proxy Form):
Shareholders are encouraged to download the app prior to the Annual Meeting.

VIEWING COMPANY DOCUMENTS
Links to the Notice of Meeting, Virtual
Meeting Guide and Annual Report are
present on the info screen.
When you click on a link, the selected
document will open in your browser.
ASKING QUESTIONS
Any shareholder or appointed proxy /
representative attending the meeting
is eligible to ask questions. If you would
like to ask a question, select then
type and submit your question. It will be
sent to the board for an answer.
Please note that not all questions may
be able to be answered during the
meeting. In this case, questions will be
followed up by email after the meeting.
MEETING ID
337-268-480
VOTING AT A GLANCE
STEP 1
Open Lumi AGM and enter the
Meeting ID shown in top right
corner
STEP 2
Enter your username and
password (CSN/Holder Number
and postcode)
STEP 3
When the poll is opened,
click and select your
desired voting direction
WATCHING THE WEBCAST
To watch the webcast, click the black
broadcast bar on screen.
The video and/or slides will appear
shortly after (dependant on the speed
of your internet connection).
Remote entry to the annual meeting will open at 1.45PM NZT on
Friday 14 December 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
Notes
You may cast your vote in one of the three ways described below. You may
abstain from voting on one or more of the resolutions.
(1) Casting a postal vote
As a shareholder entitled to vote at the Annual Meeting you are entitled to vote
by postal vote. The Company’s share registrar, Computershare Investor Services
Limited, has been authorised by the Board to receive and count postal votes at
the Annual Meeting.
You can cast your postal vote online at www.investorvote.co.nz or by completing
the FOR, AGAINST or ABSTAIN boxes in ‘Step 1’ overleaf, signing this Proxy/Voting
Form and returning it to the share registrar in accordance with the instructions
above.
(2) Appointing a proxy
As a shareholder entitled to vote at the Annual Meeting, you are entitled to
appoint a proxy, or in the case of a corporate shareholder, a representative, to
attend and, if you have not cast a postal vote, vote on your behalf. A proxy need
not be a shareholder.
If you mark any of the PROXY DISCRETION boxes you must appoint a proxy for
your vote to be counted.
If you cast a postal vote, you may also appoint a proxy to attend the meeting
on your behalf by completing the YES box under the heading “Other Matters”
in 'Step 1' overleaf. The Chair of the meeting is willing to act as proxy for any
shareholder who wishes to appoint him for that purpose and intends to vote
proxies marked PROXY DISCRETION in favour of Resolutions 1, 2 and 4.
In accordance with the voting restrictions in the NZX Main Board Listing Rules, no
vote may be cast by the directors or any of their respective associated persons
(as defined in the NZX Main Board Listing Rules) in favour of Resolution 3. This
restriction applies where the director, or an associated person of a director,
has been appointed as a discretionary proxy or representative for another
shareholder.
You may appoint your proxy online at www.investorvote.co.nz or by completing the
relevant sections of ‘Step 1’ and ‘Step 2’ overleaf, signing this Proxy/Voting Form and
returning it to the share registrar in accordance with the instructions above.
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/Voting 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/Voting Form.
Companies
This Proxy/Voting Form must be signed by a duly authorised officer or
attorney of the company. Persons who sign on behalf of a company must
be acting with the company’s express or implied authority. 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.
Go online to lodge your proxy/vote, or turn over to complete the form
Proxy/Voting Form
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 appoint your proxy and exercise your vote online.
www.investorvote.co.nz
Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your postal vote or proxy to be effective it must be received by Computershare by 2:00 pm on Wednesday 12 December 2018
(3) Attending and voting in person
You should bring this Proxy/Voting Form to the meeting and hand the
attendance slip to the share registry at the entrance to the meeting.

Signature of Securityholder(s) This section must be completed.
Securityholder 1 Securityholder 2 Securityholder 3
Contact Name Contact Daytime Telephone Date
SIGN
ATTENDANCE SLIP
Business
Resolution 1:Re-elect Robert Mcleod
Resolution 2:Elect Abigail Foote
Resolution 3:To increase the total maximum Director's remuneration of all directors by $90,000,
from $700,000 per annum to $790,000 per annum with effect from 1 October 2018,
such sum to be divided amongst the directors at the discretion of the Board.
Resolution 4:To authorise the Directors to fix the fees and expenses of the Auditor.
Other Matters
I wish to appoint a proxy to attend the meeting on my behalf
For
Against
Proxy
DiscretionAbstain
YESNO
Notes
1. The full text of each of the resolutions is as set out in the Notice of Meeting.
2. If you mark any of the FOR, AGAINST or ABSTAIN boxes, your vote will be counted as a postal vote.
3. If you return this Proxy/Voting Form without marking any of the FOR, AGAINST, PROXY DISCRETION or ABSTAIN boxes for a particular resolution, you will be
deemed to have abstained from voting on that resolution and your votes will not be counted when calculating a majority for that resolution.
4. If you do not cast a postal vote and wish to appoint a proxy to vote on a resolution on your behalf, mark the PROXY DISCRETION box which relates to that
resolution. This means you are directing your proxy to decide how to vote on that resolution on your behalf.
5. In addition to casting a postal vote, you may also appoint a proxy to attend the meeting on your behalf by selecting YES above.
hereby appointof
or failing him/her
If your proxy will be attending the meeting remotely, please ensure that you provide their contact details (phone and email address).
If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
of
as my/our proxy/corporate representative to attend and, if applicable, exercise my vote at the Annual Meeting of Sanford Limited to be held in GridAKL, The
Workshop Room, Level 1, 12 Madden Street, Wynyard Quarter, Auckland 1010 on Friday, 14 December 2018 commencing at 2.00pm and at any
adjournment of that meeting and to vote on any resolutions to amend any of the resolutions, on any resolution so amended and on any resolution proposed at the
meeting (or any adjournment thereof) so as to give effect to my/our intention as set out above.
Annual Meeting of Sanford Limited to be held in
GridAKL, The Workshop Room, Level 1, 12 Madden
Street, Wynyard Quarter, Auckland 1010 on Friday,
14 December 2018 commencing at 2.00pm.
Please note: If you do not plan to attend the meeting, you may cast a postal vote or appoint a proxy to vote on your behalf at the meeting.
If you mark any of the PROXY DISCRETION boxes or the YES box above you must appoint a proxy. This may be the Chair if you so wish.
I/We being a shareholder/s of Sanford Limited
Voting Instructions/Voting Form
STEP 1
Appointing a Proxy
STEP 2