Annual Shareholders Meeting – Notice of Meeting

Notice of Annual Meeting
Notice is hereby given that the 2019 Annual Meeting of Shareholders of PGG Wrightson Limited
(“Company”) will be held at Riccarton Park's Balmerino Room, 165 Racecourse Road, Christchurch on
Tuesday, 22 October 2019, commencing at 9.30am.
General Business
The general business will be:
Item I. To hear addresses by the Chairman and
Chief Executive Officer.
Item II. To consider and, if thought fit, to elect as
a Director of the Company Rodger John
Finlay, who being eligible offers himself for
election
– Resolution 1.
(See Explanatory Note 1)
Item III. To consider and, if thought fit, to elect as
a Director of the Company David Cushing,
who being eligible offers himself for
election
– Resolution 2.
(See Explanatory Note 1)
Item IV. To consider and, if thought fit, to elect
as a Director of the Company Sarah Jane
Brown, who being eligible offers herself for
election
– Resolution 3.
(See Explanatory Note 1)
Item V. To note the reappointment of KPMG as
the Company’s auditor and authorise the
Directors to fix the auditor’s remuneration
– Resolution 4.
(See Explanatory Note 2)
Item VI. To consider any other business that may
properly be brought before the Annual
Meeting.
Attendance and Voting
The resolutions required for agenda items II to V (Resolutions 1 to 4)
are ordinary Resolutions, requiring a simple majority of the votes of
those shareholders entitled to vote and voting on the Resolutions.
The only persons entitled to exercise votes at the Meeting will
be those who are registered as shareholders as at 9.30am on
Sunday 20 October 2019 and only the shares registered in those
shareholders’ names at that time carry a right to vote at the
Meeting. Your rights to vote may be exercised by:
1. Attending and voting in person: or
2. Postal voting: Postal voting instructions accompany this Notice
of Annual Meeting. Shareholders wishing to vote by post must
complete and send the postal form so that it is received by
Computershare Investor Services Limited no later than 9.30am on
Sunday 20 October 2019, or
3. Electronic Voting: Electronic or online voting instructions
accompany this Notice of Annual Meeting. Shareholders wishing to
vote electronically must do so no later than 9.30am on Sunday 20
October 2019, or
4. Appointing a proxy (or representative) to attend and vote in
your place: The proxy need not be a shareholder of the Company
and the form of appointment of a proxy and voting instructions
accompanies this Notice of Annual Meeting. Shareholders wishing
to appoint a proxy (for representative) must complete and send the
proxy form so that it is received by Computershare Investor Services
Limited no later than 9.30am on Sunday 20 October 2019.
Direct your proxy how to vote by making the appropriate election,
either online or on the Proxy Form, in respect of each resolution. If
you return the Proxy Form without directing the proxy how to vote
on any particular matter, the proxy may vote as he/she thinks fit or
abstain from voting. If you make more than one election in respect
of a resolution your vote will be invalid on that resolution. If you
expressly appoint the Chair of the meeting or any other Directors
as your proxy and elect to give them discretion on how to vote on
a resolution, you acknowledge that they will exercise your vote in
favour of the resolutions.
Following the formal part of the Meeting, the Directors invite
shareholders to join them for light refreshments.
By order of the Board of Directors.
Julian Daly
General Manager Corporate Affairs and Company Secretary
Christchurch
New Zealand
20 September 2019

Explanatory Notes
1. Election of Directors
•
Rodger John Finlay
BCom, FCA, CFInstD
Nominee for Director
Rodger Finlay joined the PGG Wrightson Limited Board on 30 April 2019 as an Independent Director and Chairman, and as a member
of the Audit Committee. An experienced Chairman and Company Director, Rodger has governance skills specialising in finance, natural
resources, agriculture, media and corporate recovery. Additionally, he has amassed significant knowledge of financial and jurisdictional
systems globally having conducted investment banking activities in Australasia, South East Asia, Africa, the United Kingdom, continental
Europe and North America.
After 26 years in the investment banking and fund management areas, Rodger, since 2008, now acts as a full time Company Director and
Trustee with governance assignments in New Zealand and the UK. Rodger chairs both the Independent Advisory Panel of the Provincial
Growth Fund and NZ Post. He holds directorships in Ngāi Tahu Holdings Corporation, Moeraki Limited and Rural Equities Limited. Rodger
previously served on the PGG Wrightson Agritech Governance Board and retired in 2013.
The Board have determined that Rodger John Finlay qualifies as an Independent Director as defined by the NZSX Listing Rules.
The Company’s Directors recommend shareholders vote in favour of Rodger John Finlay’s election.
•
David Cushing
BCom, ACA
Nominee for Director
David Cushing was appointed to the PGG Wrightson Limited Board as an Independent Director on 30 April 2019 and is Chairman of the
Audit Committee. David is a former investment banker. He is Executive Chairman of Rural Equities Limited and a Director of Skellerup
Holdings Limited, H&G Limited and Red Steel Limited and ASX listed Webster Limited. David has previously been a director of Williams
& Kettle Limited, Fruitfed Supplies Limited, Tourism Holdings Limited, NPT Limited, New Zealand Farming Systems Uruguay Limited and
Wakefield Health Limited.
The Board have determined that David Cushing qualifies as an Independent Director as defined by the NZSX Listing Rules.
The Company’s Directors recommend shareholders vote in favour of David Cushing’s election.
•
Sarah Jane Brown
BA LLB, CFInstD
Nominee for Director
Sarah Brown was appointed to the PGG Wrightson Limited Board on 30 April 2019 as an Independent Director. Sarah is from a rural
background, having grown up on a Southland sheep farm. She is a former Commercial Lawyer who now holds a number of Independent
Director roles. Sarah’s directorships include PowerNet Limited, Electricity Invercargill Limited and OtagoNet Limited and she was
previously on the Southern Institute of Technology Council for 11 years, six of them as Council Chair. She is a member of the Independent
Advisory Panel for the New Zealand Provincial Growth Fund and a Director of the Southland Regional Development Agency.
The Board have determined that Sarah Jane Brown qualifies as an Independent Director as defined by the NZSX Listing Rules.
The Company’s Directors recommend shareholders vote in favour of Sarah Jane Brown’s election.
2. Auditors
Noting the automatic reappointment of KPMG as the Company’s auditor under section 207T of the Companies Act 1993, the proposed
ordinary Resolution is to authorise the Directors to fix the auditor’s remuneration for the following year for the purposes of section 207S of
the Companies Act 1993.
The Company’s Directors recommend shareholders vote in favour of this Resolution.

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PGG Wrightson Limited
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Voting Form/Proxy Form - 2019 Annual Meeting on 22 October 2019
v
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For your postal or proxy vote to be effective it must be received by 9.30am on Sunday, 20 October 2019.
Voting instructions
You may cast your vote in one of three ways:
•
By personally attending the Annual Meeting
If you plan to attend the Annual Meeting, please bring this Voting Form / Proxy Form with you.
•
By making a postal vote (online or by post, email or fax)
If you wish to cast a postal vote, please complete the postal voting form, sign in the space
provided at the end of that section and return it either by post, email (scanned attachment) or
fax to the relevant Computershare address above. Alternatively you can cast a postal vote by
visiting the Computershare website above or scanning the QR code (you need to have already
downloaded a free QR reader applicable to your smartphone). It is not necessary to also appoint
a proxy.
•
By appointing a proxy to attend the Annual Meeting
If you wish to appoint a proxy, please do this online or complete the “Proxy Form”, sign in the
space provided at the end of that section and return it either by post, email (scanned attachment)
or fax to the relevant Computershare address above. If you want your proxy to vote on the
Resolutions on your behalf (and you do not wish to cast a postal vote), you must also complete
the voting section entitled “Resolutions” to direct your proxy how to vote on each resolution (for,
against or at the proxy’s discretion).
If you do not give voting directions to your proxy by NOT ticking any box in the Voting Section,
your direction is to abstain from voting on the relevant resolution, unless you appoint the
Chairman as proxy in which case the Chairman will vote in favour of the resolution.
Go online to vote or appoint a proxy, or turn over to complete the form
Signing Instructions for Postal Voting
and Proxy Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the
shareholders must sign.
Power of Attorney
If the Proxy Form has been signed under a power of attorney, a
certified copy of the power of attorney (unless already deposited
with the Company) and a signed certificate of non-revocation of
the power of attorney must be produced to the Company with
this Proxy Form.
Companies
This form must be signed by a Director jointly with either
another Director or a Company Secretary, or a Sole Director can
also sign alone. Please sign in the appropriate place and indicate
the office held.

Appoint a Proxy to Vote
on Your Behalf
Postal Voting Form or Proxy Voting
Instructions or Ballot Paper
(if a Poll is called)
Proxy/Representative Form
I/We being a Shareholder (or Shareholders) of PGG Wrightson Limited
hereby appoint of
or failing him/her of
as my proxy or representative to exercise my/our vote at the Annual Meeting of Shareholders of PGG Wrightson Limited (“Company”) to be
held at Riccarton Park’s Balmerino Room, 165 Racecourse Road, Christchurch on Tuesday, 22 October 2019, commencing at 9.30am and
at any adjournment of that meeting.
Ordinary Resolutions supported by the Board
1. To elect Rodger John Finlay as a Director of the Company
2. To elect David Cushing as a Director of the Company
3. To elect Sarah Jane Brown as a Director of the Company
4.To authorise the Directors to fix the auditor’s remuneration
Proxy
Holder’s
For Against Discretion
Signature of Shareholder(s) This section must be completed.
Shareholder 1 Shareholder 2 Shareholder 3
or Sole Director and Sole Company Secretary or Director or Director/Company Secretary
Contact Name: Contact Daytime Telephone: Date:
ATTENDANCE SLIP
Shareholders are invited to attend the
Annual Meeting of PGG Wrightson Limited
at Riccarton Park’s Balmerino Room,
165 Racecourse Road, Christchurch on
Tuesday, 22 October 2019,
commencing at 9.30am
•
If you wish to attend, please bring this paper. Separate the bottom section and hand it in at registration.
The Proxy Voting Instructions / Ballot Paper are for use in the event of a ballot at the meeting.
•
If you do not wish to attend and wish to appoint a proxy or representative or vote online, by email, by post or by fax,
please follow the instructions on the reverse on this form.
For your vote to be effective it must be received by 9.30am on Sunday, 20 October 2019.
Please complete this section if you have appointed a proxy or representative and wish to instruct him / her
on voting. Or please complete if you are NOT attending the meeting and are NOT appointing a proxy or
representative to attend in your place, and you wish to vote by email, by post or by fax.
DO NOT complete this section if you are voting or appointing a proxy or representative online.
(TICK ONE BOX FOR EACH RESOLUTION)
Please complete this section if you are NOT attending the meeting and wish to appoint a proxy or
representative to attend in your place. DO NOT complete this section if you are appointing a proxy
online, or if you are voting online, by email, by post or by fax.