TRS Notice of Annual Meeting 2019

TRS INVESTMENTS LTD
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


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Notice is given that the Annual Meeting of Shareholders of TRS Investments Limited (TRS or the Company) will be held
at the Jubilee Building, 545 Parnell Road, Parnell 1052, Auckland, on Monday, 30 September 2019, commencing at 3.00
pm.

AGENDA
The business of the Meeting will include:

A. Accounts and Reports
The financial statements of the Company and consolidated accounts of the Company for the Financial Year ended 31
March 2019 together with the statements and reports of Directors and Auditors attached to the accounts will be laid
before the meeting.

B. Chairman’s Address
Chairman’s address to shareholders, followed by shareholder discussion and questions.

C. Resolutions
D. Other Business
To deal with any other business that may properly be brought before the meeting.

RESOLUTIONS
To consider and, if thought fit, to pass the following Ordinary Resolutions:

1. Re-election of Keith Jackson: That Keith Jackson, who retires by rotation in accordance with NZX Listing Rule 2.7.1,
and being eligible for re-election, be re-elected as a director of the Company.


2. Auditor: That the Board is authorised to fix the auditor’s remuneration in respect of the current financial year.

To consider and, if thought fit, to pass the following Ordinary Resolution:

3. Revocation and Adoption of New Constitution: That under section 32 of the Companies Act, the existing
constitution of the Company be revoked and that the Company adopt the New Constitution described in this Notice of
Meeting with effect from the date of this special resolution being passed.


PROXIES
You may exercise your right to vote at the meeting either by being present in person or by appointing a proxy to attend and vote
in your place. A proxy need not be a shareholder of TRS. A body corporate shareholder may appoint a representative to attend
the meeting on its behalf.

A Proxy Form is enclosed with this Notice of Meeting. If you wish to vote by proxy you must complete the Proxy Form and send
it to TRS Investments Limited, PO Box 26448, Epsom, Auckland 1344, New Zealand.

The completed Proxy Form must be received no later than 48 hours before the Meeting, being 3.00pm on Saturday, 28
September 2019.

TRS INVESTMENTS LTD
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


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VOTING ENTITLEMENTS
Voting entitlements of the Meeting will be determined with reference to the Company share register as at 3.00pm on Saturday,
28 September 2019 (Record Date). Accordingly, only those persons who are registered shareholders of the Company on the
Record Date will be entitled to vote at the Meeting and the only voting rights which may be exercised at the Meeting by the
same registered Shareholders are those attaching to Shares which are registered as at the Record Date.

ORDINARY RESOLUTIONS
Resolutions 1 and 2 are ordinary resolutions. An ordinary resolution is a resolution passed by a simple majority of votes of those
holders of securities of TRS which carry votes, are entitled to vote and are voting on the resolutions in person or by proxy.

SPECIAL RESOLUTIONS
Resolution 3 is a special resolution in accordance with section 32(2) of the Companies Act 1993. A special resolution is passed
by a majority of 75% or more of the votes of those shareholders entitled to vote and voting on the resolution in person or by
proxy


Explanatory Notes:

Resolution 1: Re-election of Keith Jackson

Keith retires by rotation and, being eligible, offers himself for re-election as a Director under Resolution 1. The Board
considers Keith an Independent Director for the purposes of the NZX Listing Rules. Keith is experienced in business
development, marketing and executive management. He was formerly the CEO of Tegel Foods Ltd from 1980 to
1996. He was the founding Chairman of the Poultry Industry Association of New Zealand and Deputy Chairman/CEO
of Ernest Adams Ltd. Keith has extensive business interests including the Chairman of Cooks Global Foods Ltd.

The Board unanimously recommends that shareholders vote to re-elect Mr Keith Jackson as a director of TRS.

Resolution 2: Auditors

BDO is automatically reappointed as auditor under section 207T of the Companies Act 1993. This resolution authorises
the Board to fix the fees and expenses of the auditor.

Resolution 3: Revocation and adoption of the New Constitution

Resolution 3 proposes to approve the revocation of the Company’s existing Constitution and the adoption of a New
Constitution.

On 1 January 2019, NZX introduced new Listing Rules which replaced the former NZX Main Board Listing Rules dated
1 October 2017. The Company commenced complying with the new Listing Rules in July 2019.

Under Listing Rule 2.18.1 the Company is required to ensure that its Constitution complies with the updated Listing
Rules. Due to the number of amendments that are required to the Company’s existing Constitution, the Board is
recommending that the Company revoke its existing Constitution and adopt the New Constitution which complies with
the Listing Rules.

A summary of some key changes in the proposed New Constitution is set out as follows:

Compulsory sale of less than minimum holdings: The procedure allowing the Board to sell Share parcels less than
the minimum holding (defined under the Listing Rules as parcels of Shares less than $1,000) is amended to allow TRS
to provide for those shares to be sold (including through a broker on TRS’s behalf) rather than solely through NZX or in
some manner approved by NZX;

Voting by Poll: A new clause is included that providing that voting at a meeting of shareholders must be undertaken
by way of a poll;

TRS INVESTMENTS LTD
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


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Shareholders meeting quorum: The quorum required for a meeting of shareholders has been amended from two
shareholders to three shareholders;

Proceedings at meetings of shareholders: Includes under schedule 1 the proceedings at meetings of shareholders
as opposed to the proceedings being governed largely by the Companies Act; and

Appointment of directors: Includes a new clause that requires TRS to comply with the minimum Board composition
and rotation and election of directors’ requirements under the Listing Rules.

The form of the New Constitution can be viewed at www.nzx.com/companies/TRS/announcements.

The Company’s solicitors, Duncan Cotterill, have provided an opinion to NZX that they considered that the proposed
New Constitution complies with the Listing Rules, as required under Listing Rule 2.19.1.

Process for revoking and adopting the New Constitution:

Pursuant to section 32(2) of the Companies Act 1993, the adoption of the New Constitution must be approved by
special resolution of shareholders.

As the revocation and adoption of the New Constitution does not impose or remove a restriction on the activities of
TRS or affect the rights attaching to the shares, the shareholder minority buy-out rights under the Companies Act 1993
do not apply.

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Constitution



TRS Investments Limited
a

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Table of Contents
1 Definitions and Interpretation ..............................................................................................3
2 General ...............................................................................................................................4
3 Relationship between Constitution and Rules ....................................................................4
4 Shares .................................................................................................................................5
5 Call on Shares ....................................................................................................................6
6 Forfeiture of Shares ............................................................................................................6
7 Lien on Shares ....................................................................................................................7
8 Transfer of Shares ..............................................................................................................8
9 Compulsory Sale of Less than Minimum Holdings .............................................................9
10 Distributions ........................................................................................................................9
11 Shareholder Meetings ...................................................................................................... 10
12 Appointment and Removal of Directors ........................................................................... 10
13 Remuneration of Directors ............................................................................................... 10
14 Alternate Directors ........................................................................................................... 11
15 Indemnity and Insurance ................................................................................................. 11
16 Proceedings of Directors ................................................................................................. 12
17 Method of Contracting ..................................................................................................... 12
18 Notices ............................................................................................................................. 12
19 Liquidation ........................................................................................................................ 12
Schedule One .......................................................................................................................... 13
Schedule Two .......................................................................................................................... 17

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CONSTITUTION OF TRS INVESTMENTS LIMITED
1 Definitions and Interpretation
Definitions - In this Constitution unless the context otherwise requires:
Board means the Directors of the Company who number not less than the required quorum
acting together as the board of the Company.
Companies Act means the Companies Act 1993.
Company means TRS Investments Limited (company number 1009777).
Constitution means this constitution of the Company as amended from time to time.
Class means a class of equities securities in the Company having attached to them identical
rights, privileges, limitations and conditions.
Director means a person appointed as a director of the Company.
Listed has the meaning given to it in the Rules.
Minimum Holding means for so long as the Company is Listed, the same meaning as given
to the term in the Rules or otherwise such level of equity security holding as unanimously
approved by the Board.
NZX means NZX Limited and includes its successors and assignees and as the context
permits any duly authorised delegate of NZX (including the NZ Markets Disciplinary Tribunal
and its successors).
Ordinary Resolution is a resolution that is approved by a simple majority of the votes of
those Shareholders entitled to vote and voting on the question.
Personal Representative means:
in relation to a deceased individual Shareholder, the executor, administrator or trustee of
the estate of that Shareholder;
in relation to a bankrupt individual Shareholder, the assignee in bankruptcy of that
Shareholder; and
in relation to any other individual Shareholder, a person appointed or deemed to have
been appointed to administer property under the Protection of Personal and Property
Rights Act 1988, a manager appointed or deemed to have been appointed thereunder,
and under a donee of an enduring power of attorney complying with that Act.
Rules means the NZX Listing Rules in force from time to time except to the extent of any
Ruling relevant to the Company.
Ruling has the meaning given to it in the Rules.
Share means a share in the capital of the Company, and Shares has a corresponding
meaning.
Shareholder means a person whose name is entered in the Share Register as the holder for
the time being of one or more Shares.
Special Resolution means a resolution approved by a 75% majority of the votes of those
Shareholders entitled to vote and voting on the question.

Construction – In this Constitution, unless the context otherwise requires:
any expression not defined in this Constitution but defined in either the Companies
Act or the Rules shall bear the same meaning in this Constitution as in the Companies
Act or in the Rules;
words importing the singular number shall include the plural, and vice versa;

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words importing persons include firms and corporations and firm includes partnership;
headings shall not affect the interpretation of this Constitution;
if there is any conflict between a provision in this Constitution and a provision in the
Companies Act which is expressly permitted to be altered by this Constitution, the
provision, word or expression in this Constitution prevails;
a reference to any statute, statutory regulations or other statutory instrument includes
the statute, statutory regulations or instrument as from time to time amended or re-
enacted or substituted;
a reference to a Rule includes that Rule as from time to time amended or substituted;
and
the words “written” and “writing” include electronic communications and any other
means of communication resulting in permanent visible reproduction.
2 General
Rights, powers and duties – The Company, the Board, each Director and each Shareholder
have the rights, powers, duties and obligations set out in the Companies Act except to the
extent that they are negated, modified or extended by this Constitution.
Powers of Shareholders – Unless otherwise specified in the Companies Act or this
Constitution, any power reserved to Shareholders may be exercised, and any approval of
Shareholders may be given, by Ordinary Resolution.
3 Relationship between Constitution and Rules
Incorporation of Rules – For so long as the Company is Listed:
this Constitution is deemed to incorporate all provisions of the Rules required under
the Rules to be contained or incorporated by reference in this Constitution;
a security holder must not cast a vote if prohibited from doing so by the Rules; and
Directors must not cast a vote if prohibited from doing so by the Rules.
Compliance with Rules – For so long as the Company is Listed, the Company must comply
with the Rules. If this Constitution contains any provision inconsistent with the Rules, then the
Rules prevail.
Rulings – If NZX has granted a Ruling in relation to the Company authorising any act or
omission which in the absence of that Ruling would be in contravention of the Rules or this
Constitution, that act or omission will, unless a contrary intention appears in this Constitution,
be deemed to be authorised by the Rules and this Constitution.
Failure to comply with Rules – Any failure to comply with the Rules while the Company is
Listed does not affect the validity or enforceability of any transaction, contract, action, decision
or vote taken at a meeting of equity security holders, or other matter entered into by, or
affecting the Company. However, a party to a transaction or contract who knew of the failure
to comply with the Rules is not entitled to enforce that transaction or contract. This clause
does not limit the rights of equity security holders against the Company or the Directors arising
from the failure to comply with the Rules.
Amendments to the Rules – If the Rules are changed so that any act or omission by the
Company which was formerly prohibited by the Rules, is subsequently required or permitted

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by the change, the act or omission is deemed to be authorised by this Constitution with effect
from the date of the change.
4 Shares
Classes of shares – Different classes of Shares may be issued by the Company. Without
limiting the foregoing or the Classes listed in section 37(2) of the Companies Act which may
be issued, any share may be issued on the basis that it:
ranks equally with, or in priority to, any existing Shares;
confers preferential rights to distributions of capital or income;
confers special, limited or conditional voting rights;
is convertible;
is limited or restricted as to transfer;
does not confer voting rights;
is redeemable in accordance with section 68 of the Companies Act; or
possesses any combination of two or more of the foregoing characteristics.
Section 45 Negated – Section 45 of the Companies Act will not apply to the Company.
Issue of New Shares – Subject to this Constitution, the Companies Act and the terms of
issue of any existing Shares, the Board may issue Shares, securities that are convertible into
or exchangeable for Shares, or options to acquire Shares at any time, to any person, and in
any number it determines.
Alteration of Shareholders Rights – For the purposes of section 117 of the Companies Act,
the issue of equity securities ranking equally with, or in priority to, any existing Shares,
whether as to voting rights, Distributions or otherwise, is permitted (subject to clause 4) and is
deemed to not be an action affecting the rights attached to existing shares of that Class.
Consolidation and Subdivision – The Board may:
consolidate and divide the Shares or any Class; and
subdivide the Shares or any Class,
in each case in proportion to those Shares or the securities in that Class, as the case may be.
Shares in lieu of dividends – The Board may issue Shares to any Shareholders who have
agreed to accept the issue of Shares, wholly or partly, in lieu of proposed dividends or
proposed future dividends under section 54 of the Companies Act.
Share register may be divided – The share register may be divided into two or more
registers kept in different places.
Redemption of Shares – The Company may redeem any Share which is issued as
redeemable pursuant to its terms of issue and in accordance with the Companies Act
(including under the procedure provided for by section 71 of the Companies Act).
Company may acquire its own Shares – The Company is permitted to purchase or
otherwise acquire its own Shares from one or more Shareholders in any way permitted by the
Companies Act.

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Company may hold its own Shares – The Company is permitted to hold its own Shares as
Treasury Stock in accordance with the Companies Act.
5 Call on Shares
Power to call – The Board may, from time to time, make calls upon the Shareholders in
respect of all moneys unpaid on Shares held by them which are not payable at fixed times by
the terms of issue of those Shares.
Timing of call – A call shall be deemed to have been made at the time when the resolution of
the Board making the call was passed.
Payment of calls – Each Shareholder will, subject to receiving at least 10 working days’
written notice specifying the time or times, and place, of payment, pay to the Company or
person appointed by the Board for the purpose at the time or times and place so specified by
the Board, the amount called. A call may be made payable by instalments and may be
revoked, reduced or postponed as the Board may determine. The Company is not required to
give notice and particulars of a call to a subsequent holder of those Shares.
Fixed instalments deemed calls – An amount which, by the terms of issue of a Share, is
payable on allotment or at a fixed date is deemed for the purposes of this Constitution to be a
call duly made and payable on the date on which the amount is payable.
Differential calls – The Board may, on the issue of Shares, differentiate between the
Shareholders as to the amounts to be paid in respect of the Shares and the times of payment
of such amounts.
Joint Shareholders – The joint holders of a Share are jointly and severally liable to pay all
calls in respect of Shares registered in their names.
Default interest – If a call in respect of a Share is not paid on or before the due date, the
Shareholder from whom the call is payable will pay interest on the call from the day specified
for payment by the Board to the date of actual payment at such rate as the Board may
reasonably determine or as set out in the terms of issue of the Share, and will pay all
expenses incurred by the Company (including reasonable legal fees) by reason of the delay in
payment or non-payment. The Board may waive payment of that interest wholly or in part.
Proceedings for recovery of call – In any proceeding for recovery of a call:
it is sufficient to prove that:
the name of the relevant Shareholder is entered in the Share Register as the holder, or
one of the holders, of the Shares to which the call relates; and
except in relation to any amount which, by the terms of issue of a share, is payable on
allotment or at a fixed date, the resolution making the call is entered in the Records and
notice of the call has been duly given,
and proof of the matters mentioned in this clause is conclusive evidence of the debt;
and
it is not necessary to prove the appointment or qualification of any member of the
Board which made the call nor any other matter.
6 Forfeiture of Shares
Notice requiring payment of call – If a Shareholder fails to pay any call or instalment or any
other sum which by the terms of issue of a Share becomes payable at a fixed time, on the due
date the Board may by written notice to that Shareholder at any time after such non-payment

10160937_1 7
require payment of the amount unpaid together with any accrued interest and all expenses
incurred by the Company by reason of such non-payment.
Contents of notice – Any notice to a Shareholder under clause 6.1 must specify a further
date (not earlier than 10 working days after the date of service of the notice) on or before
which the payment is to be made, and must state that, in the event of non-payment by the
specified date, the Shares in respect of which the call, instalment or other amount relates are
liable to be forfeited.
Forfeiture for non-payment – If payment is not made by the date specified in the notice then,
at any time thereafter before the payment required by the notice has been made, any Share in
respect of which the notice has been given may be forfeited by a resolution of the Board to
that effect. The forfeiture will include any Distribution declared in respect of the forfeited Share
and not paid before the forfeiture.
Cancellation of forfeiture – A forfeiture may be cancelled at any time before the sale of the
forfeited Share, on such terms as the Board thinks fit.
Effect of forfeiture – The holder of Shares which have been forfeited ceases to be a
Shareholder in respect of the forfeited Shares and have any rights in respected of the forfeited
Shares, but remains liable to the Company for all money payable in respect of the forfeited
Shares, until the Company receives payment in full of all outstanding amounts in respect of
those forfeited Shares.
Evidence of forfeiture – An entry in the Share Register that a Share has been forfeited on a
date stated in the Share Register shall be conclusive evidence of those facts as against all
persons claiming to be entitled to the Share.
Disposal – Forfeited Shares may be disposed of in such a manner as the Board determines.
Proceeds of forfeited Shares – If Shares are forfeited and sold the proceeds of sale shall
first be applied in payment of all costs and expenses of such sale and any attempted sale and
then in satisfaction of unpaid calls, instalments or interest. The residue, if any, will be paid to
the holder of the Share at the time of its forfeiture.
Disposal procedure – Any Director may execute a transfer of the forfeited Shares in favour of
the person to whom the Shares are disposed of, and the Company may receive consideration
for such disposal. Upon registration of such transfer the transferee shall be the Shareholder of
such Shares discharged from all calls due prior to transfer. The transferee shall not be bound
to see to the application of the purchase money nor shall the transferee’s title to the Shares be
affected by any irregularity or invalidity in the forfeiture or disposal. The remedy of the former
Shareholder, and of any person claiming under or through the former Shareholder, shall be
against the Company exclusively and in damages only.
7 Lien on Shares
Lien on Shares – The Company has a first and paramount lien on each Share registered in
the name of each Shareholder (whether solely or jointly), the proceeds of sale of the Share,
and all Distributions declared in respect of the Share, for:
all unpaid calls and instalments and any interest payable on such amounts, in respect
of those Shares; and
any amount which the Company may be called upon to pay by law in respect of those
Shares, including withholding and other taxes, whether or not the due date for
payment of such amounts has arrived.

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Waiver of lien – Unless otherwise agreed between the Company and the relevant
Shareholder, the registration of a transfer of a Share will operate as a waiver of any lien which
the Company may have on that share, except as provided in clause 8.
Company may sell Shares – The Company may sell any Share on which the Company has a
lien, in such manner as the Board thinks fit if:
a sum in respect of which the lien exists is due and payable; and
the sum remains due and payable after the expiry of 10 working days after written
notice demanding payment of the amount owing was given to the person entitled to
receive notice of meetings of Shareholders in respect of the Shares.
Proceeds of sale – If Shares are sold pursuant to clause 7.3, the proceeds of sale shall first
be applied in payment of all costs and expenses of such sale and any attempted sale and then
in satisfaction of unpaid calls, instalments, interest or other amount in respect of which any
lien exists. The residue, if any, will be paid to the holder of the Share immediately prior to the
sale or, if applicable, to the Personal Representative of the holder. The registration of a
transfer of Shares shall operate as a waiver of the lien by the Company but not as a release of
any outstanding liability owed by any holder of the Share immediately prior to the sale.
Evidence – A certificate by a Director that any power of sale has arisen and is exercisable by
the Company under this Constitution, will be conclusive evidence of those facts.
Sale procedure – For giving effect to any sale under clause 7.3, the Board may execute a
transfer of the Shares to the transferee. The transferee will be registered as the holder of the
Share discharged from all calls due prior to sale. The transferee shall not be bound to see the
application of the purchase money nor shall the transferees’ title to the Share be affected by
any irregularity or invalidity on the sale. The remedy of any person having a cause of action in
relation to the sale is in damages only and solely against the Company.
8 Transfer of Shares
Power to refuse or delay – The Board may refuse or delay the registration of a transfer of
Shares if:
the Company has a lien over the Shares; or
a Share certificate has been issued in respect of the Shares, unless the form of
transfer required by this clause 8 is accompanied by the Share certificate, or by
evidence as to its loss or destruction and, if required, an indemnity in a form
prescribed by the Board,
provided that the Board resolves to exercise its power under this clause within 30 working
days after receipt of the relevant transfer and notice of the resolution is sent to the transferor
and to the transferee within five working days of the resolution being passed by the Board.
Transmission on death of Shareholder – If a Shareholder dies the survivor, if the deceased
was a joint Shareholder, or the Personal Representative, will be the only persons recognised
by the Company as having any title to or interest in the Shares of the deceased Shareholder,
but nothing in this clause will release the estate of a deceased joint Shareholder from any
liability in respect of any Share, or constitute a release of any lien which the Company may
have in respect of any Share.
Joint Personal Representatives – Where a Share is subject to the control of two or more
persons as Personal Representatives, they will, for the purposes of this Constitution, be
deemed to be joint holders of the Share.

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9 Compulsory Sale of Less than Minimum Holdings
Notice of compulsory sale – The Company may at any time give notice to an equity security
holder holding less than a Minimum Holding that if, at the expiration of 3 months after the date
the notice is given, equity securities then registered in the name of the holder are less than a
Minimum Holding the Company may sell those securities (including through a broker acting on
the Company’s behalf).
Sale procedure – The Board may authorise the transfer of equity securities sold by the
Company under this clause 9 and the holder is deemed to have authorised the Company to
act on behalf of the holder and to sign all necessary documents relating to the sale. The
purchaser of equity securities sold by the Company under this clause 9 shall have no
obligation to ensure the proceeds of the sale of those equity securities is applied in
accordance with this clause 9 nor shall the title to the equity securities by affected by any
irregularity or invalidity in the procedures under this Constitution in relation to the sale. The
remedy of any person aggrieved by the sale is in damages only and against the Company
exclusively.
Proceeds of sale – The proceeds of any equity securities sold under this clause must be
applied as follows:
first, in payment of any reasonable sale expenses.
second, in satisfaction of any unpaid calls or other amounts owing to the Company in
respect of the equity securities.
the residue, if any, must be paid to the person who was the holder immediately before
the sale or his or her executors, administrators or assigns.
Directors certificate – A certificate, signed by a Director that records that a power of sale
under this clause has arisen and is exercisable by the Company is conclusive evidence of the
facts stated in that certificate.
10 Distributions
Deductions from Distribution – The Board may deduct from a Distribution payable to a
Shareholder all such sums of money as may be due from him or her to the Company on
account of:
unpaid calls and instalments, and any interest payable on such amounts, in respect of
the Shares for which the Distribution is being paid; and
such amounts as the Company may be called upon to pay under law in respect of the
Shares.
Manner of payment – A Distribution may be paid in any manner approved by the Board and
otherwise directed by the entitled Shareholder. Failing any direction, payment may be made
by cheque and sent by post:
to the registered address of the Shareholder;
in the case of joint holders to any one of the joint holders at his or her registered
address; or
to the person and the address as the Shareholder may direct,
and the Company shall not be responsible for any loss arising from such mode of
transmission.

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No interest on Distributions – The Company is not liable to pay interest in respect of any
Distribution.
Unclaimed Distribution – A Distribution unclaimed for one year after having become payable
may be made use of by the Board for the benefit of the Company until claimed. The Company
shall be entitled to mingle the Distribution with other money of the Company and shall not be
required to hold it or regard it as being impressed with any trust. A Distribution unclaimed for
five years after having become payable, may, at the expiry of such period be forfeited by the
Board for the benefit of the Company, provided always that the Board may at any time after
such forfeiture annul the same and pay such Distribution to the person producing evidence of
entitlement.
11 Shareholder Meetings
Proceedings at meetings – The provisions of schedule 1 of the Companies Act as modified
by schedule one of this Constitution governs proceedings at meetings of Shareholders. The
same procedures also govern the proceedings of meetings of any interest group required to
be held, with all necessary consequential modifications.
12 Appointment and Removal of Directors
Existing Directors continue – The Directors in office at the date of adoption of this
Constitution shall continue in office subject to the provisions of this Constitution.
Appointment of Directors – A Director may be appointed by:
Ordinary Resolution; or
a resolution of the Board,
and there is no shareholding qualification for Directors.
Director ceasing to hold office – The office of Director is vacated if the person holding that
office:
dies, or becomes mentally disordered or subject to a property order or personal order
made under the Protection of Personal and Property Rights Act 1988;
resigns in accordance with the Companies Act;
is removed from office by Ordinary Resolution or otherwise in accordance with the
Companies Act; or
becomes disqualified from being a Director pursuant to the Companies Act.
Comply with the Rules – For so long as the Company is Listed:
the Company shall comply with the minimum Board composition requirements of the
Rules; and
each Director shall retire from the office when required by the Rules but, subject to the
Rules, shall be eligible for re-election.
13 Remuneration of Directors
Authorisation – The Board may, subject to the Rules (where applicable), exercise the power
conferred by section 161 of the Companies Act to authorise remuneration and other benefits
to and for Directors.

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Expenses – Each Director is entitled to be paid for all reasonable travelling, accommodation
and other expenses incurred by the Director in connection with the Director’s attendance at
meetings or otherwise in connection with the Company’s business.
Special remuneration – Without limiting clause 13.1, the Board may authorise special
remuneration to any Director who is or has been engaged by the Company or a subsidiary to
carry out any work or perform any services which is not in the capacity of a director of the
Company or a subsidiary.
14 Alternate Directors
Appointment – Each Director may appoint, by notice to the Company, any person who:
is not already a Director;
is approved by a majority of the other Directors; and
is not disqualified under the Companies Act or this Constitution from being a Director,
to act as an alternate Director in his or her place.
Alternate Director powers – While acting in the place of the Director who appointed him or
her, an alternate Director:
has, and may exercise and discharge, all the powers, rights, duties and privileges of
that Director (including the right to receive notice of, be counted as part of the quorum,
and participate in a meeting, of the Board, and to sign any document, including a
written resolution, and to act as chairperson of the Board, but excluding the right to
appoint an alternate Director);
is also subject to the same terms and conditions of appointment as that Director,
except that he or she is not entitled to receive remuneration other than such
proportion (if any) of the remuneration otherwise payable to his or her appointer as the
appointer may direct by notice in writing to the Company.
Termination of appointment – The appointment of an alternate Director terminates
automatically if the Director who appointed him or her ceases to be a Director or if an event
occurs which would cause him or her to vacate office if he or she were a Director. A Director
retiring by rotation and being re-elected is not to be treated as having ceased to be a Director
for the purposes of this clause.
Removal of Alternate – The appointing Director or the Board by majority vote may at any
time revoke the appointment of any alternate Director by written notice to that alternate
Director.
15 Indemnity and Insurance
Company indemnity – The Company shall indemnify a Director of the Company, and may
indemnify an employee of the Company or a director or employee of a related company, for
any liability or costs for which a Director or employee may be indemnified under the
Companies Act. The Board may determine the terms and conditions of such an indemnity.
Company may effect insurance – The Company may, with prior approval of the Board,
effect insurance for a director or employee of the Company or a related company for any
liability or costs for which a company may effect insurance for a director or employee under
the Act. The Board may determine the amounts and the terms and conditions of any such
insurance.

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16 Proceedings of Directors
Proceedings governed by Schedule Two – The provisions set out in schedule two to this
Constitution govern the proceedings of the Board and, except to the extent the Board
determines otherwise, govern the proceedings of any committee of Directors. Schedule 3 of
the Companies Act shall not apply to the Company.
17 Method of Contracting
Deeds – A deed which is to be entered into by the Company may be signed on behalf of the
Company, by:
a Director; or
any other person authorised by the Board whose signature must be witnessed.
Attorneys – The Company may, by deed, appoint one or more persons as its attorney or
attorneys either generally or in relation to a specified matter or matters. An act of an attorney
within the powers of the appointing deed binds the Company.
18 Notices
Joint Shareholders – A notice may be given by the Company to joint Shareholders by giving
the notice to the joint Shareholder named first in the Share Register in respect of the Share.
Shareholder deceased or bankrupt – If a Shareholder dies or is adjudicated bankrupt,
notice may be given in any manner in which notice might have been given if the death or
bankruptcy had not occurred, or by giving notice in the manner provided in section 391 of the
Companies Act to the Personal Representative of the Shareholder at the address supplied to
the Company for that purpose.
19 Liquidation
Division of surplus assets – Subject to the Act and in particular the satisfaction of the claims
of creditors of the Company under section 312 of the Act, the liquidator may divide among the
Shareholders in kind the whole or any part of the surplus assets of the Company (whether
they consist of property of the same kind or not). The liquidator may for that purpose set such
value as he or she deems fair upon any property to be divided and may determine how the
division shall be carried out as between the Shareholders or different Classes of
Shareholders. The liquidator shall divide the surplus assets of the Company so as to ensure
that each Shareholder receives his or her right to share in the distribution of the surplus assets
of the Company pro rata according to the Shares held by the Shareholder.
Distribution in kind – With the approval of an Ordinary Resolution, the liquidator of the
Company may divide amongst the Shareholders in kind the whole or any part of the surplus
assets of the Company (whether or not they are of the same kind) and for that purpose the
liquidator may:
attribute values to assets as the liquidator considers appropriate; and
determine how the division will be carried out between the Shareholders or different
Classes of Shareholders.
Trusts – With the approval of an Ordinary Resolution, the liquidator may vest the whole or any
part of any surplus assets of the Company in trustees upon trust for the benefit of
Shareholders. The liquidator may determine the terms of the trust.

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SCHEDULE ONE
Proceedings at Meetings of Shareholders

1 Chairperson
Chairperson – If the Directors have elected a chairperson of the Board, and he or she is
present at a meeting of Shareholders, he or she must chair the meeting.
Directors may appoint chairperson – If:
no chairperson of the Board has been elected;
at any meeting of Shareholders, the chairperson of the Board is not present within 15
minutes after the time appointed for the commencement of the meeting; or
the chairperson of the Board considers it not proper or desirable to act as chairperson,
(either in relation to the entire meeting or in relation to any particular business to be
considered at the meeting),
the Directors present may elect one of their number to chair the entire meeting or that part of
the meeting which relates to particular business.
2 Notice of Meetings
Written notice - Written notice of the time and place of a meeting of Shareholders must be
sent or electronically delivered to every Shareholder entitled to receive notice of the meeting
and to every Director, and to the auditor (if any) of the Company, not less than 10 working
days before the meeting.
Contents of notice - A notice of meeting must state:
the nature of the business to be transacted at the meeting in sufficient detail to enable
a Shareholder to form a reasoned judgment in relation to it;
the text of any Special Resolution to be submitted to the meeting;
the text of any resolution for the purposes of section 207I or 207J of the Companies
Act to be submitted to the meeting; and
in the case of Special Resolution required by section 106(1)(a) or (b) of the
Companies Act, the right of a Shareholder under section 110 of the Companies Act.
Waiver of notice irregularity - An irregularity in a notice of a meeting is waived if all the
Shareholders entitled to attend and vote at the meeting attend the meeting without protest as
to the irregularity, or if all such Shareholders agree to the waiver.
Accidental omission - The accidental omission to give notice of a meeting to, or the failure to
receive notice of a meeting by, a Shareholder, does not invalidate the proceedings at that
meeting.
Notice of adjourned meeting - If a meeting of Shareholders is adjourned for less than 30
days it is not necessary to give notice of the time and place of the adjourned meeting other
than by announcement at the meeting which is adjourned.
3 Methods of holding meetings
Methods - A meeting of Shareholders may be held by a quorum of the Shareholders:

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being assembled together at the time and place appointed for the meeting;
participating in the meeting by means of audio, audio and visual, or electronic
communication; or
by a combination of such methods.
4 Quorum
Requirement for quorum - No business may be transacted at a meeting of Shareholders if a
quorum is not present.
Quorum - Subject to clause 4.3 of this schedule, a quorum for a meeting of Shareholders
shall be three (3) Shareholders present either in person, by proxy or by corporate
representative. To avoid doubt, a shareholder participating in a meeting by means of audio,
audio and visual, or electronic communication is present at the meeting and part of the
quorum.
Lack of quorum - If a quorum is not present within 30 minutes after the time appointed for the
meeting, the meeting is adjourned to the same day in the following week at the same time and
place or to such other date, time, and place as the directors may appoint. If at the adjourned
meeting, a quorum is not present within 30 minutes after the time appointed for the meeting,
the Shareholders or their proxies and their corporate representatives present are a quorum.
5 Adjourned and Dissolved Meetings
Chairperson’s discretion – The chairperson at the meeting may, at any time during a
meeting at which a quorum is present, adjourn the meeting (including to a later time at the
same meeting or to an adjourned meeting).
Adjourned meetings – No business can be transacted at an adjourned meeting other than
the unfinished business from the original meeting. A notice of meeting need not be prepared
for the adjourned meeting provided that the adjourned meeting is held within 30 days of the
original meeting.
Unruly meetings – The chairperson at the meeting may adjourn or dissolve the meeting if in
their opinion the meeting has become so unruly, disorderly or protracted that the business of
the meeting cannot be conducted in a proper and orderly manner. Such decision is at the sole
discretion of the chairperson of the meeting and reasons for the decision need not be given.
Unfinished business – If a meeting is to be dissolved and there is an item of unfinished
business which is yet to be voted on, then the chairperson of the meeting may direct that such
item(s) be put to the vote by a poll without further discussion.
6 Voting
Number of votes - Subject to any applicable voting restrictions or rights or restrictions for the
time being attached to any Class:
on a poll every Shareholder has one vote in respect of each Share held; or
in any other case, every Shareholder has one vote.
Poll – For so long as the Company is Listed voting at a meeting of Shareholders must be
undertaken by way of a poll.
Voting at meeting – If clause 6.2 of this schedule does not apply, then unless a poll is
demanded, voting at the meeting will be by whichever of the following methods is determined
by the chairperson of the meeting:

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voting by voice;
voting by show of hands;
voting by digital means; or
an appropriate combination of the above which in all cases gives each Shareholder
forming part of the quorum the opportunity to clearly indicate their assent or dissent.
Declaration by chairperson – Except where voting has been undertaken by a poll, a
declaration by the chairperson of the meeting that a resolution is carried by the requisite
majority is conclusive evidence of that fact.
Right to demand poll - At a meeting of Shareholders a poll may be demanded by:
the chairperson of the meeting;
not less than five Shareholders having the right to vote at the meeting;
a Shareholder or Shareholders representing not less than 10% of the total voting
rights of all Shareholders having the right to vote at the meeting; or
a Shareholder or Shareholders holding Shares that confer a right to vote on the
resolution and on which the aggregate amount paid up is not less than 10% of the
total amount paid up on all Shares that confer that right.
When poll may be demanded - A poll may be demanded either before or after the vote is
taken on a resolution. The demand for a poll may be withdrawn.
Poll result - The chairperson of the meeting may declare the result of a poll either at or after
the meeting when the outcome is known (regardless of whether all votes have been counted).
Joint Shareholders - Where two or more persons are registered as joint Shareholders, the
vote of the person named first in the share register and voting on a matter must be accepted
to the exclusion of the votes of the other joint holders.
Chairperson's casting vote - The chairperson of the meeting of Shareholders is not entitled
to a casting vote.
Record date for voting – The Board may determine in a notice of meeting for the purpose of
voting at that meeting that only those Shareholders as at 5pm on a day not more than 2
working days before the date of the meeting may vote at the meeting and only in respect of
the Shares held in their name at that time.
7 Proxies
Right to vote - A Shareholder may exercise the right to vote at a meeting either by being
present in person or by proxy.
Rights of proxy – A proxy for a Shareholder is entitled to attend and be heard at the meeting
and to demand or join in demanding a poll, as if the proxy were the Shareholder.
Notice of appointment - A proxy must be appointed by notice in writing signed by the
appointing Shareholder or, in the case of an electronic notice, sent or submitted by the
Shareholder. The notice must state whether the appointment is for a particular meeting or for
a specified term.

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Multiple proxies - A Shareholder may appoint more than 1 proxy for a particular meeting,
provided that more than 1 proxy is not appointed to exercise the rights attached to a particular
Share held by the Shareholder.
Production of notice - No appointment of a proxy is effective in relation to a meeting unless a
copy of the notice of appointment is received by the Company at its registered office, or at
such other address as is specified for that purpose in the notice convening the meeting, not
later than 48 hours prior to the start of the meeting.
Proxy form with notice of meeting – A proxy form must be sent by the Company with each
notice of meeting.
8 Postal Votes
Board discretion – The Board may at its discretion determine that Shareholders may
exercise the right to vote at a meeting by casting postal votes. Where postal votes are
permitted, clause 7 of the first schedule of the Companies Act shall apply together with any
other procedures determined by the Board. Postal votes (whether submitted electronically or
not) must be received by the Company at least 48 hours prior to the meeting.
9 Minutes
Minutes must be kept – The Board must ensure that minutes are kept of all proceedings at
meetings of Shareholders.
Minutes are evidence – Minutes which have been signed correct by the chairperson of the
meeting are prima facie evidence of the proceedings.
10 Shareholder Proposals
Shareholder proposals - A Shareholder may give written notice to the Board of a matter
which the Shareholder proposes to raise for discussion or resolution at the next meeting of
Shareholders at which the Shareholder is entitled to vote. The provisions of clause 9 of
schedule 1 to the Companies Act apply to any notice given pursuant to this clause.
11 Corporate Representative
Appointment of representative - A body corporate which is a Shareholder may appoint a
representative to attend a meeting of Shareholders on its behalf in the same manner as that in
which it could appoint a proxy.
12 Other proceedings
Chairperson may regulate – Except as provided in this schedule, and subject to this
Constitution, the chairperson of a meeting of Shareholders may regulate the proceedings at
the meeting.

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SCHEDULE TWO
Proceedings at meetings of Board

1 Chairperson
Chairperson - The Directors may elect one of their number as chairperson of the Board.
Term of office - The Director elected as chairperson holds that office until he or she dies or
resigns or a new chairperson is elected by the Board.
Election for particular meetings - If no chairperson is elected, or if at a meeting of the Board
the chairperson is not present within 30 minutes after the time appointed for the
commencement of the meeting, the Directors present may choose one of their number to be
chairperson of the meeting.
2 Notice of Meeting
Convening of a meeting - A Director or, if requested by a Director to do so, an employee of
the Company, may convene a meeting of the Board by giving notice in accordance with this
clause.
Notice of meeting – The notice of meeting must be a written notice that includes the date,
time and place of the meeting and the matters to be discussed. The notice of meeting may be:
Delivered by hand to a Director;
Sent to the address of a Director; or
Emailed to the email address of a Director.
The address or email address of a Director that is to be used is the most recent address or
email address which the Director has previously provided to the Company for communication
purposes. If an address or email address has not previously been provided, the notice of
meeting may be sent to such Director’s last place of employment or residence that is known to
the Company.
Period of notice - Not less than two calendar days’ notice of a meeting must be given to each
Director. However if the chairperson believes it is necessary to convene a meeting of the
Board as a matter of urgency, no less than two hours’ notice may be given and a written
notice of meeting may be dispensed with provided that all Directors are contacted by
telephone as soon as reasonably practicable and advised of the time and place of the meeting
and the matters to be discussed.
Absent directors – Notice need not be given to a Director who is ordinarily resident in New
Zealand but at the time of the notice is absent from New Zealand. However if such Director
has an alternate director, then notice must be given to that person.
Waiver of notice irregularity - An irregularity in the notice is waived if all Directors entitled to
receive the notice attend the meeting without protest as to the irregularity or if all Directors
entitled to receive notice agree (whether before, during or after the meeting) to the waiver.
3 Forms of Meeting
Methods of Meeting - A meeting of the Board may be held by a number of the Directors who
together constitute a quorum:
being assembled together at the place, date, and time appointed for the meeting;

10160937_1 18
by means of audio, or audio and visual, communication by which all Directors can
simultaneously hear each other throughout the meeting; or
by a combination of the above methods.
Written resolution in lieu of meeting - A resolution in writing, signed or assented to by a
majority of the Directors then entitled to receive notice of a Board meeting is as valid and
effective as if it had been passed at a meeting of the Board duly convened and held provided
those Directors would constitute a quorum for consideration of the resolution at a meeting of
the Board. Any such resolution may consist of several documents (including PDF
counterparts) in similar form, each signed by one or more Directors. A copy of any such
resolution must be entered in the records of the Company. The Company will within seven
days after any resolution is passed in accordance with this clause, send a copy of the
resolution to each Director who has not signed or assented to the resolution.
4 Quorum
Quorum - A quorum for a meeting of the Board is a majority of Directors. No business may be
transacted at a meeting of Directors if a quorum is not present.
Alternate Director may be included – In accordance with this Constitution an alternate
director present at a meeting may be included for the purposes of establishing a quorum.
Lack of a quorum - If a quorum is not present within 30 minutes after the time appointed for
the meeting, the chairperson will adjourn the meeting to another time within the next three
days at the same venue. Directors present at the adjourned meeting are deemed to constitute
a quorum.
5 Voting
Voting - Every Director has one vote. A Director must not vote where that Director is not
permitted to vote.
Chairperson - The chairperson does not have a casting vote.
Majority - A resolution of the Board is passed if it is agreed to by all Directors present without
dissent, or if a majority of the votes cast on it are in favour of the resolution. Any Director who
abstains from voting shall not be deemed to have voted for or against the matter being voted
on and accordingly shall not be required to execute any director’s certificates required under
the Act.
6 Minutes
Minutes - The Board must ensure that minutes are kept of all proceedings at meetings of the
Board. Minutes that have been signed correct by the chairperson of the meeting, or by the
chairperson of the next meeting, are prima facie evidence of the proceedings.
7 Other Proceedings
Procedure - Except as provided in this schedule the Board may regulate its own procedure.