Notice of Annual Meeting

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
26 August 2019
Notice of Annual Meeting

Livestock Improvement Corporation Limited (NZX: LIC) (LIC) will hold its Annual Meeting in New
Plymouth on Wednesday 2 October 2019.
Devon Hotel, 390 Devon St East, New Plymouth, Taranaki
2.30pm registration
3.30pm meeting start
5pm meeting close
LIC Board Chair, Murray King and Chief Executive Wayne McNee will present the farmer-owned
co-operative’s financial results for the year to 31 May 2019, the drivers behind the result and what
it mean for LIC’s focus in the year ahead.
Other business to be covered at the meeting is set out in the Notice of Meeting which is being
posted to shareholders today along with voting information.
The Annual Meeting will be livestreamed on the LIC website (www.lic.co.nz), and the information
presented will be available on the LIC website after the meeting.
ENDS

Shareholder enquiries - contact the Share Registry Team, 0800 542 742
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

---

NOTICE
OF MEETING
LIC 2019
Annual Meeting
WEDNESDAY 2 OCTOBER 2019
3.30PM
THE DEVON
390 DEVON STREET EAST,
NEW PLYMOUTH, TARANAKI

Head Office
P: (07) 856 0700
F: (07) 858 2741
LIC Head Office
Corner Ruakura and Morrinsville Roads
Newstead, Hamilton
New Zealand

Postal address:
LIC
Private Bag 3016
Hamilton 3240
New Zealand

Contents
Notice of Annual Meeting of Shareholders4
Resolutions and Explanatory Notes7
Voting Instructions for Shareholders19
Disclosure of financial assistance as required
under the Companies Act 1993
23

4
Notice of Annual Meeting of
Shareholders

The Annual Meeting of Shareholders of Livestock
Improvement Corporation Limited (“LIC” or “Company”) will
be held at The Devon Hotel, 390 Devon Street East, New
Plymouth on Wednesday 2 October 2019, commencing at
3.30 pm with registration from 2.30 pm
Business to be conducted:

Presentation from NZX
Julia Jones - NZX Head of Analytics; Philke Flitcroft – NZX
Senior Relationship Manager
Item 1:
To receive and consider the Company’s Financial
Statements for the year ending 31 May 2019 and the
Directors’ and Auditor’s reports in respect thereof, all
as set out in the Annual Report. This is available on the
LIC website https://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. This will be available
on the LIC website following the meeting: https://www.lic.
co.nz/shareholders/annual-meeting/
Item 3:
Resolution 1: Approval of LIC Directors’ Remuneration*
To receive and consider the LIC 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 being
increased by $22,500 from $647,100 to $669,600”.
Item 4:
Resolution 2: Approval of Shareholder Councillors’
Remuneration*
To receive and consider the LIC Honoraria Committee’s
recommendation to maintain the current level of
Shareholder Councillors’ remuneration and resolve by way
of ordinary resolution to:
“Approve an increase in the daily allowance for
Shareholder Councillors from $220 per day to $320 per
day”.

5
Item 5:
Resolution 3: 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 4: 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 2020 as outlined in the Explanatory Note in
the Notice of Annual Meeting.”
Item 7:
Resolution 5: Ratify the reappointment of Tim Gibson as an
Appointed Director*
To consider, and if thought fit, to resolve by way of ordinary
resolution to:
“Ratify the reappointment of Tim Gibson as an Appointed
Director for a further three year term.”
Item 8:
Resolution 6: Ratify the appointment of Sophie Haslem as
an Appointed Director*
To consider, and if thought fit, to resolve by way of ordinary
resolution to:

“Ratify the appointment of Sophie Haslem as an Appointed
Director until the 2020 Annual Meeting of Shareholders.”
Item 9: General Business
Closure: 5.00 pm
Refreshments: 5.00pm – 6.30pm

6
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, 4, 5, 6 ,7 and 8 must be passed
by an ordinary resolution of Shareholders, i.e. by a
simple majority of the votes of those Shareholders
entitled to vote and voting on the resolution.
(c) Resolution 1 (see Agenda Item 3) relates to
Directors’ Remuneration. Under NZX Listing Rule
6.3.1 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
August 2019

7
Resolutions and Explanatory Notes

Procedural notes:
Item 3:
Resolution 1: Approval of Directors’ Remuneration
To receive and consider the LIC 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 being
increased by $22,500 from $647,100 to $669,600.
Explanatory Note:
Honoraria Committee:
In accordance with clause 24.2 of the Company’s
Constitution, the Honoraria Committee 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 Shareholder Councillors.
Committee members are: David Gasquoine (Chairman),
Ian Brown, Paul Todd and Scott Montgomerie. This year
the Committee met formally on two occasions to review
current remuneration levels.
Background
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 there is no doubt
that LIC is a complex business. 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. Elected Directors bring a strong
understanding of the cooperative as well as the New
Zealand market. Appointed Directors bring to the Board
skills and experience relating to international markets,
merger and acquisitions, health and safety, technology,
finance and risk and often have exposure to other complex
businesses.

8
The Committee felt that the current Board Chair
remuneration was appropriate based on the Chair
Remuneration across other agriculture companies. The
Committee recommend a small increment of 4.85% to the
Director Remuneration as they are slightly behind Director
Remuneration for other agriculture companies.
Recommendation:
The Committee acknowledges that last year saw an
increase of 3% for the Chair and 3% 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. This year the
Committee are recommending an increase to the base
honoraria of the Directors.
The Honoraria Committee considers that the small
increases mentioned above would be appropriate.
Based on this, and following consultation with the LIC
Board Chair and the Shareholder Council Chair, its final
recommendation to shareholders is to maintain the
Board’s current base remuneration for the Chair and
increase by 4.85% the base remuneration for Elected and
Appointed Directors as set out below.
Director Remuneration
CurrentProposedDifference
Chair$123,600$123,600$0.00
Each of the other
nine Directors
$51,500$54,000$2,500
*Maximum sum
available to
reimburse for
additional duties
& skills
$60,000$60,000$0
Total for LIC
Board (as a
whole)
$647,100$669,600$22,500
* maximum pool available to the LIC Board to set
the remuneration required for Appointed Directors’
honoraria and/or the Committee Chairs’ remuneration

9
Item 4:
Resolution 2: Shareholder Councillors’ Remuneration:
To receive and consider the LIC Honoraria Committee’s
recommendation to maintain the current level of
Shareholder Councillors’ remuneration and increase the
daily allowance rate from $220 per day to $320 per day.
Explanatory Note:
The role of the LIC Shareholder Council differs to that of
the Fonterra Shareholder Council, and is unique in how it
represents LIC’s 10,300 or so Shareholders.
The Committee acknowledged that in recent times, the
role of the Shareholder Council Chair has increased
significantly and the workload is now more in line with
that of a Fonterra Councillor. Over the past two years the
Shareholder Councill Chair’s remuneration has increased
slightly and is now at an appropriate level.
The Committee acknowledge that the daily allowance rate
of $220 has not been increased since 2004; this allowance
is paid to Councillors for days spent on LIC business
outside of their normal meeting schedule and to members
of the Honoraria Committee for time spent on Honoraria
Committee business.
The Committee recommend an increase to $320 per day to
take into consideration the rate of inflation since 2004.
LIC Shareholder Council
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
Daily Allowance
Daily Allowance$220$320$100

10
Item 5:
Resolution 3: 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
current year.
Item 6:
Resolution 4: 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 2020 as
outlined in this Explanatory Note to the Notice of Annual
Meeting.
Explanatory Note:
In accordance with clause 21.1 of the Company’s
Constitution, Shareholders are required to approve the LIC
Shareholder Council’s budget each year. The Council has
reported as follows:
Expenditure2018 - 20192019 - 2020
BudgetActualBudget
Honoraria$142,000$142,088$142,000
Training Costs
$15,500$7,059$21,500
Meeting related
expenses
$74,672$31,290 $75,200
Administration $4,280$2,287 $4,320
Total $236,452 $182,724$243,020
2018 / 2019 Season
The Council’s approved budget for 2018/2019 was
$236,452 of which $182,724 was spent. The 2018/19 budget
included an allowance for a Shareholder Council Study

11
Tour, which was not undertaken due to the Mycoplasma
bovis outbreak in New Zealand.
The base Councillor honoraria was unchanged but there
remained a provision for Councillors to claim a daily
allowance if attending additional 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
resulting in reduced meeting and travel costs.
2019 / 2020 Season – Budget
A small increase in the travel and meeting costs has
been included to allow for the increase in travel,
accommodation and catering costs.
Training costs have been increased for this financial year
to enable the Shareholder Council to incorporate some
external training with their meetings. The training costs
also allow for one Councillor per year to attend the Kellogg
Leadership Programme. The allowance for a Study Tour is
also incorporated into the budget, with the intention that
the Shareholder Council look at this early in 2020.
Item 7:

Resolution 5: Ratify the reappointment of Tim Gibson as
an Appointed Director
To consider, and if thought fit, resolve by way of ordinary
resolution to “Ratify the reappointment of Mr Tim Gibson
as an Appointed Director for a further three year term.”
Explanatory Note:
Under Schedule 3 of the Constitution, the Board of
Directors can appoint 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 on
the expiry of their term.

12
Profile – Tim Gibson
I have significant experience
in international business
in both large and small
organisations, dealing with
customers, stakeholders and
Governments at the most
senior levels. I have sector
expertise in Agriculture, Food,
Infrastructure, Services, and
Government Relations.
I am particularly interested
in the new challenges that
businesses face, especially in
terms of environmental and
social issues. These “licence to operate” challenges are
converging with emerging technologies, and New Zealand
businesses must be pro-active in both anticipating and
responding to these if they are to prosper. I am pro-
active in researching and understanding these issues
(including recently attending an IMD course on business
transformation) and bring this perspective to the
boardroom.
Current Governance Roles:
• Director of Livestock Improvement Corporation (LIC)

I am the Chair of the Remuneration Committee. I joined
the Board in 2017.
• Director of Miraka Limited

Miraka is a successful NZ based Dairy Company. It
processes 250 million litres of milk from 100 suppliers and
exports all its production. The company is largely Maori
owned, but with a substantial Vietnamese shareholder.
I was originally appointed in 2012 as the Shareholder
Representative of the Maori Trustee, but after the sale
of its interests I was asked to remain on the Board as an
Independent Director given my knowledge of the Dairy
sector, and my international connections. I am a member
of Miraka’s Risk committee and Chair the Remuneration
Committee.
• Director of Port Otago Limited

Port Otago Limited is one of New Zealand’s largest port
operations and via its subsidiary Chambers Property,
also has a substantial property portfolio in Auckland,
Hamilton and Dunedin. I am a member of the Audit &
Finance and Health & Safety Committees. I joined the
Board in 2017.

13
• Director of Skills International Limited

Skills is the international subsidiary of Skills NZ Limited,
New Zealand’s largest Industry Training Organisation. I
joined the Board in 2015, having previously been an ad-
visor to the Board on the international export strategy of
the company. The company sells trades and vocational
training services, including competency and qualifica-
tions frameworks in the Asia/Pacific region.
• Chair of the Equanut Company Limited

I am a shareholder and Chair of the above. The
company was established in 2018 to process a nut
unique to Melanesia. The business is a commercial and
social impact investment; the aim being to launch the
Equanut in the USA (its functional properties sit well
with “keto” diet enthusiasts) and in parallel to support
the development of the supplying small-holder farmers,
primarily women, in Papua New Guinea. The social
aspects of the investment are based on many of the
lessons from my consulting business (below) and our work
with the Gates Foundation. The market launch will be
early 2020.
• Director of Tūhana Consulting

Tūhana is a consulting business offering advisory
services in Asia, Africa and the Pacific on economic
development, dairy sector development, and landown-
er issues. Our clients include the Government of Papua
New Guinea, the Myanmar Ministry of Agriculture, the Fiji
Dairy Industry, the Government of Bougainville, the New
Zealand Ministry of Foreign Affairs, and the Bill & Melinda
Gates Foundation. I started the business in 2010.
Previous Governance Roles:

Alliance Group Limited. I was an Independent Director in
2002 to 2003. Alliance is a multi- million-dollar lamb, sheep
and beef co-operative. Having been appointed as the
CEO of NZ Trade and Enterprise during this period, time
pressures necessitated my resignation.
Chair Tuia Group. Tuia Group specialises in providing
investment, governance, and strategy advice to Iwi and
other Maori entities. I was Chair from 2011 until 2014.

Foodcap NZ Limited. 2010 to 2012. Foodcap is a small
($10m) company in the meat packaging sector. I resigned
from the company after the death of the founder and

14
subsequent shareholder issues.
Chair Wellington Rugby League. I was appointed Chair
in 2009 following the restructuring of the sport in New
Zealand, which arose from a review by Sir John Anderson.
I resigned in 2014 to join the NZRL Board. The Board
comprised 6 members appointed both from within the
game and outside. We were responsible for supporting and
developing the game, including securing funding in the
greater Wellington region.
Director NZ Rugby League. I joined the NZRL Board in 2014
and served until 2017. I was Chair of the Remuneration
Committee, and the New Zealand representative on the
Asia Pacific Rugby League board.
Other. During my executive career in the Dairy Industry I
was a director of several Dairy Board owned subsidiaries,
including the Lactose Company of NZ Limited, United Dairy
Foods Limited (“New American Ice Cream”), the NZ Rennet
Company Limited (“Galaxy Cheese”), amongst others.
Other Roles:
I have been a Trustee of the NZ Asia Foundation (2003 to
2009) and a member of the University of Otago Business
School Advisory Board (2004 to 2015).
I was a mentor for the First Foundation, mentoring a young
student from 2001.
Professional Career:
My professional career started as an Industrial Relations
Advisor for the NZ Government. I moved to the listed
company Donaghys Limited as the Company Secretary
and progressed through several roles there, ultimately as
Group Operations Manager overseeing our investments in
retail, engineering and property activities.
I joined the NZ Dairy Board in 1990, working as Investment
Manager. The primary focus was assessing potential
acquisition opportunities overseas, and business
improvement strategies for existing companies. I became
General Manager of the Protein Division, before moving to
Japan as the North Asia Regional Director, responsible for
our companies in Japan and Korea.
I returned to NZ as Group Director Global Strategy, which
included leading the NZ Dairy Industry team responding
to the deregulation of the Producer Boards. I was then
appointed to lead the “Anchor” Business in the UK and
Russia, and the resolution of a major trade dispute with the
European Union involving several hundreds of millions of

15
dollars.
On the successful completion of my assignment in the
UK I returned to NZ and became Managing Director and
shareholder of Kapiti Cheeses Limited. I was asked in 2003
to become the inaugural Chief Executive of NZ Trade and
Enterprise, a new entity set up by the NZ Government to
integrate trade promotion, investment attraction and
economic development in NZ. I retired from this role in
2009, to form Tūhana Consulting Limited.
Education:
I have a Bachelor of Art (Hons) in German and a Bachelor
of Laws, both from the University of Otago.
I have undertaken the Advanced Management Programme
at INSEAD in France, the Global Strategy Programme at
Harvard, and the Orchestrating Winning Performance
Programme at IMD in Switzerland and subsequently in
Singapore.
I have good German language skills and conversational
Japanese skills.
Item 8
Resolution 6: Ratify the reappointment of Sophie Haslem
as an Appointed Director
To consider, and if thought fit, resolve by way of ordinary
resolution to “Ratify the reappointment of Ms Sophie
Haslem as an Appointed Director until the 2020 Annual
Meeting of Shareholders.”
Explanatory Note:
Under Schedule 3 of the Constitution, the Board of
Directors can appoint 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. Following the retirement of Abby Foote
from the LIC Board in October 2018, Sophie Haslem was
appointed to the Board in December 2018. In accordance
with the Constitution, Sophie’s appointment requires
ratification by shareholders at the 2019 Annual Meeting.
If ratified, Sophie’s appointment will run until the 2020
Annual Meeting of Shareholders when she will be eligible
for reappointment for a further term.

16
Profile - Sophie Haslem

Over twenty years of broad
commercial experience
working across both large
established corporate
entities and early stage
growth companies. Over
nine years of governance
experience including multiple
Audit & Risk Chair roles.
• Balance Sheet – capital raising, debt instruments, FX/
IRRM, leasing, share-buyback, extensive M&A
• Financial – audit & risk, US entity establishment,
significant opex/capex assessment, cash flow/liquidity
management, transfer pricing, forecasting and
valuations
• Technology – major ERP projects, SaaS models, digital/
mobile product development
• Strategy – corporate through to new business strategy
development, KPI development, balanced scorecards,
post-merger integration, transformation design &
programme management, corporate venturing, design-
thinking methodologies, customer segmentation and
product development
• Operational – wholesale pricing, economic cost-
modelling, network economics, union negotiations,
subsidiary and joint-venture governance, CEO and
senior management recruitment, re-structuring, global
distributor management.
Diverse industry exposure: logistics, banking,
infrastructure, hi-tech manufacture/export, software
development, digital/mobile services, ICT, direct
marketing, registries, BPO, insurance, property and
energy.
Chartered Member of the New Zealand Institute of
Directors.
Current Governance Roles:
• Rangatira Limited
NZ Private Equity Company with over $230 million of
assets (April 2013). Chair Audit Committee.
• CentrePort Limited
$325m Assets. (Feb 2016). Chair Remuneration
Committee.

17
• Meteorological Service of NZ Limited
$45m Assets. (November 2015). Chair Audit Committee.
Deputy Chair.
• Kordia Group Limited
Business critical ICT network infrastructure and cyber
security. $240m Revenue and $170m assets. (May 2017),
Chair Audit Committee.
• Rainbow’s End Limited
$20m Assets and 400,000 visitors p.a. (July 2014).
• Oyster Property Group Limited
Oyster manages property assets of NZ$1.4B and over 20
property funds structured for retail and wholesale inves-
tors. (Nov 2018). Chair Audit Committee.
• Livestock Improvement Corporation
(NZX:LIC) c.$240m revenue and $300m assets. (Dec
2018). Chair Audit Committee.
• The Akina Foundation
Leader in developing impact enterprise in NZ. (Oct 2014).
Chair.
Previous Governance Roles:
• Magritek Limited
High growth advanced technology company who design,
manufacture & export NMR products globally. (2013-
2019). Chair Audit Committee.
• Reachmedia New Zealand Limited
NZ’s largest catalogue distributor company (2011-2014).
• Localist Limited
Digital/mobile marketing solutions company (2010-2014).
• ECN Group Limited
B2B integration/Supply-chain visibility SaaS company
(2010-2011).
• Airpost Limited
Owner/Operator of NZP’s Aircraft fleet (2010-2012).

Other Roles:
• Consulting CFO Pukeko Pictures GP Limited a multi-plat-
form entertainment production company (July 2016 to
Sept 2017).
• Consulting CFO Vega Industries Limited who design &
locally manufacture aids to sea navigation and distribute
globally (March 2015 to Dec 2015).

18
• Preparation of IM for private capital raise for VX Sport
(Feb 2015).
• Wellington Investment Attractiveness Report for Grow
Wellington (June 2014).
Previous Executive experience:
• Head of Commercial & Investment – New Zealand Post
Limited (2010-2014).
• Strategy & Performance Executive - New Zealand Post
Limited (2007-2010).
• Strategy & Investments Manager – The ECN Group Limit-
ed (2004-2007).
• New Ventures Executive – New Zealand Post Limited
(2001-2003).
• Senior Manager Strategic Advisory Services – Cap Gemi-
ni Ernst & Young NZ (1999-2001).
• Senior Analyst – ANZ Investment Bank Global Structured
Finance (VIC, Australia) (1999).
• Relationship Associate – Citibank NA Global Corporate
Finance (VIC, Australia) (1996-1999).
• Policy Advisor – Department of Treasury & Finance (VIC,
Australia)(1995-1996).
Education:
• Bachelor of Commerce - Melbourne University, Australia
(1993).
• Post-Graduate Diploma in Management - Melbourne
University, Australia (1994).
Training:
• NZIOD Leadership Conference April 2017.
• Audit & Risk Committees NZ IOD 2016.
• Health & Safety Regulations - Sheiff Angland Lawyers
2015.
• Re-structuring Training NZMEA 2015.
• NZIOD Company Directors Course 2013.
• RogenSi Facilitation Skills Training 2009.
• New Zealand Institute of Directors 2002 – Mergers &
Acquisitions.
• New Zealand Institute of Chartered Accountants 2002 –
Corporate Governance.
• Cap Gemini Ernst & Young 2000 – Strategy Tools & Re-
source Training.
• Ernst & Young 1999 – Process Re-engineering Training.
• Ernst & Young 1999 – Advanced Project Management.
• Citibank NA 1998 – Core Risk Management (4 week inten-
sive held in Taiwan).
• Citibank NA 1997 – Treasury Risk Management (1 week
intensive).
• Australian Securities Institute 1995 – Financial Economics.

19
Voting Instructions for Shareholders

All Shareholders have voting rights and are
entitled to attend the meeting
1. At the meeting
Bring your Annual Meeting Voting Paper (Postal/
Proxy Voting Form) to the meeting as the barcode is
required to assist with your registration; or
3. Postal voting
Complete the Postal Vote section of the Voting
Paper and return it in the reply paid envelope
provided. Your vote needs to reach electionz.com
Limited before 3.30pm Monday 30 September 2019;
or
4. Appoint a Director or Councillor of LIC, or
another person, as your proxy
Complete the Proxy 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 Limited to arrive before 3.30pm
Monday 30 September 2019. Your appointed
Director/Councillor/Representative will receive
voting papers upon registration at the meeting.
2. Electronic voting
Visit www.electionz.com/LIC2019 and follow the
prompts. You will require your PIN and password
shown on the top of your Annual Meeting Voting
Paper to exercise your vote. Electronic voting
will close at 3.30pm Monday 30 September 2019.
Please see below for steps to follow; or
Shareholders can vote in one of the following ways.
Further detail on each option is set out below:

20
Each method of voting and the way to use the form
enclosed with this Notice of Meeting is explained in
detail below. Please choose only one voting option.
1. 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 Limited
Please bring your Annual Meeting Voting Form
with you to present at the registration desk, as the
barcode on your form is required to assist with your
registration.
Upon registration, if you have not already
submitted a postal vote or appointed a proxy, you
will receive a separate voting paper to mark the
way you wish to vote at the time that each poll
is put to the meeting by the Chairman. Once the
voting is completed electionz.com will collect your
voting papers from you.
2. Vote electronically
You can cast your vote electronically. Please follow
these steps:
1. Visit www.electionz.com/LIC2019. You can
also access the voting website from LIC’s
website.
2. Enter your PIN and Password as shown on the
top of your Annual Meeting Voting Paper.
3. Follow the prompts to complete your vote.
Please note multiple herd owners will need to vote under
each participant code individually.
Electronic voting will close at 3.30pm Monday 30
September 2019.
3. Vote by post
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 paper to electionz.com. Your vote needs to
reach electionz.com before 3.30pm Monday 30
September 2019 (see below for how to return your
paper).

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4. Vote by 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 enclosed Postal/Proxy
Voting Paper. A proxy need not be a shareholder of LIC.
Please read the information on “Proxy Appointment” 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. Complete the voting
boxes by indicating on the proxy form how you wish your
appointed Proxy to vote. Alternatively indicate ‘Proxy
Discretion’.
If you return the Proxy Paper 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 form how you wish
to vote, your Proxy will not be able to alter your vote as this
would be recorded by electionz.com prior to the meeting.
Each 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: Under NZX Listing Rule 6.3.1 the Directors
and their Associated Persons are disqualified from voting
on Resolution 1 (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 Paper must be completed, signed and
received by electionz.com no later than 3.30pm on
Monday 30 September 2019.

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How to return your postal/proxy Voting Paper
to electionz.com:
• mail to electionz.com Limited in the reply paid
envelope provided;
• address and mail to Livestock Improvement
Corporation Limited, PO Box 3138, Christchurch 8140;
• deliver to electionz.com Limited, 3/3 Pukaki Road,
Yalhurst, Christchurch 8042;
• fax to 03 377 1474;
• scan and email to info@electionz.com (please put the
words “LIC Annual Meeting” in the subject line for easy
identification);
The Voting/Proxy Paper must be received by
electionz.com no later than 3.30pm on
Monday 30 September 2019 to be counted.
The Livestock Improvement Corporation Limited Board
has appointed Mrs Melanie Tonkin, Governance and
Representation Advisor, as the Returning Officer. She has
authorised electionz.com Limited to receive, record and
count all postal votes, electronic votes and proxy votes.
If you have any questions regarding the voting please
contact Voting Helpline on 0800 666 033.
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

A. Dividend Reinvestment Plan: LIC has provided
financial assistance to those Shareholders who
elect to participate in the Dividend Reinvestment Plan
(“Dividend Plan”) by agreeing to pay to the Guardian
Trust Company of New Zealand Limited (“Guardian
Trust”) as the Approved Holding Entity the services
and administration fees and brokerage and
commission costs incurred for the purposes of the
Dividend Plan. Craigs Investment Partners Limited
(“Craigs”) has been appointed as the Broker to
purchase the Ordinary Shares on the NZX market for
the purposes of the Dividend Plan, and the moneys
paid by LIC to Guardian Trust as Approved Holding
Entity will include the administration fee, brokerage
and commission costs of Craigs. The amount of the
financial assistance will depend upon the extent to
which Shareholders participate in the Dividend Plan.
An estimate of the amount of the financial assistance
is $25,000.
The Board resolved on 15 May 2019 that LIC should
provide the financial assistance referred to above
(“Dividend Plan Financial Assistance”), for the period of
12 months commencing 10 working days after sending
this disclosure to Shareholders, and that the giving
of the Dividend Plan Financial Assistance is in the
best interest of LIC and is of benefit to Shareholders
not receiving that financial assistance; and that the
terms and conditions under which the Dividend Plan
Financial 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 Dividend Plan Financial Assistance enables
LIC to provide Shareholders with an efficient
means of acquiring additional shares in LIC
without incurring transaction costs which they
would otherwise incur;
b) The Dividend Plan Financial Assistance is
available to all eligible shareholders, giving equal
opportunity to participate in the benefits of the
Dividend Plan;
c) Shareholders who do not participate will not be
diluted or otherwise disadvantaged as no new
shares are being issued under the Dividend Plan

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d) The additional Ordinary Shares will be purchased
by Craig Investment Partners Limited (“Craigs”)
at the NZX market price and participating
Shareholders will pay the average NZX market
price paid by Craigs on market for those Shares;
e) The Dividend Plan will enhance the liquidity in
the market for the Shares, providing a more
liquid market for both participating and non-
participating Shareholders wishing to sell those
Shares; and
f) The Dividend Plan enables LIC to offer
Shareholders a mechanism to reinvest dividends
in Shares without resulting in unnecessary new
capital being raised through the issue of new
shares.
The amount of financial assistance is minimal in
comparison to the benefits arising out of the Dividend
Reinvestment Plan for shareholders and LIC.
B. 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 the 1 April 2011 has
been managed by Craig Investment Partners Limited
(“Craigs”), with Custodial Services Limited 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
amount of the financial assistance is $25,000.
The Board of LIC resolved on 24 July 2019 that LIC
should provide the financial assistance referred to
above (“Employee Scheme Assistance”) for the period
of 12 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 will be a valuable addition
to the benefits available to the employees of LIC
and will assist in retaining them as valuable staff;

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(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 Ordinary Shares will be purchased
by through Craigs at the market price;
(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;
The amount of financial assistance is minimal in
comparison to the benefits arising out of the Employee
Scheme for Shareholders and LIC.

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ote
Internet voting, postal voting & proxy
appointments close
3:30pm Monday 30 September 2019
Or
Vote in person at the Annual Meeting
3:30pm Wednesday 2 October 2019