New Zealand King Salmon Investments Limited logo

Notice of Annual Shareholders’ Meeting

AGM6 October 2019NZKConsumer Staples

NOTICE OF
ANNUAL MEETING

OF SHAREHOLDERS

2019

Dear Shareholder

We invite you to join us for the Annual Meeting

of the Shareholders of New Zealand King Salmon

Investments Limited (“NZKS”), to be held at:

The Lounge at Wither Hills Winery

211 New Renwick Road, Burleigh

Blenheim, Marlborough, 7272

Tuesday 5 November 2019 2:00 pm

After the business has concluded you are welcome

to join members of the Board and Management for

light refreshments.

Please bring the enclosed voting form and

attendance slip to the meeting to assist with your

registration.

If you cannot attend, I encourage

you to complete and lodge the Voting Form in

accordance with the instructions on the back so

that it reaches Computershare by 2:00pm

(New Zealand time) on Sunday

3 November 2019.

Please refer to the Attendance and Voting notes

accompanying this Notice of Meeting for further

information on voting at the meeting.

ORDINARY RESOLUTIONS
SPECIAL RESOLUTION

01

That the Board is authorised to fix the auditor’s remuneration

for the coming year.

06

That, effective from the close of the Annual Meeting, the

constitution of NZKS be amended in the form and manner

described in the Explanatory Notes.

To consider, and if thought fit, to pass the following ordinary resolutions:

To consider, and if thought fit, to pass the following special resolution:

A .

CHAIRMAN’S

ADDRESS

B.

MANAGING

DIRECTOR’S

ADDRESS

C.

ORDINARY

RESOLUTIONS

D.

SPECIAL

RESOLUTION

E.

GENERAL

BUSINESS

02

Having been appointed during the year by the Board and holding

office only until the Annual Meeting, that Tomakin Lai (Po Sing Lai)

be elected as Director.

03

Having been appointed during the year by the Board and holding

office only until the Annual Meeting, that Chiong Yong Tiong be

elected as a Director.

04

Having retired in accordance with NZX Listing Rule 2.7.1,

that Grant Rosewarne be elected as a Director.

05

That the maximum total pool of Director’s remuneration payable

by NZKS to Directors (in their capacity as Directors) be increased

by $55,000 per annum from $465,000 per annum to $520,000 per

annum with immediate effect, with such sum to be divided amongst

the Directors as the Board may from time to time determine.

Further information relating to the ordinary resolutions and the

special resolution is set out in the Explanatory Notes accompanying

this Notice of Meeting. Please read and consider these resolutions

together with the notes.

By order of the Board.

John Ryder

Chairman

4th October 2019

ITEMS OF BUSINESS

EXPLANATORY NOTES
THESE NOTES FORM PART OF THE NOTICE OF ANNUAL MEETING

An ordinary resolution is a resolution approved by a majority

of more than 50% of votes of those shareholders entitled to vote

and voting on the resolution.

A special resolution is a resolution approved by 75% or more

of votes of those shareholders entitled to vote and voting on

the resolution.

ORDINARY RESOLUTION 1:

APPOINTMENT AND REMUNERATION OF AUDITOR

Section 207T of the Companies Act 1993 provides that a

company’s auditor is automatically re-appointed unless there

is a resolution or other reason for the auditor not to be re-

appointed. The Company wishes Ernst & Young to continue as

the Company’s auditor, and Ernst & Young has indicated its

willingness to do so.

Section 207S of the Companies Act 1993 provides that the fees

and expenses of the auditor are to be fixed in such a manner

as the Company determines at the Annual Meeting. The Board

proposes that, consistent with past practice, the auditor’s fees

be fixed by the Directors. The Board unanimously recommends

that shareholders vote in favour of Resolution 1.

ORDINARY RESOLUTION 2 & 3:

ELECTION OF DIRECTORS APPOINTED SINCE

THE LAST ANNUAL MEETING

Tomakin Lai and Chiong Yong Tiong were appointed as

Directors of NZKS by the Board on 1 May 2019 and 19 June 2019

(respectively). Under NZX Listing Rule 2.7.1, each of Tomakin

Lai and Chiong Yong Tiong must retire from office at the 2019

Annual Meeting. Being eligible, they offer themselves for election.

The Board unanimously supports the election of Tomakin Lai and

Chiong Yong Tiong.

Tomakin Lai

NON-EXECUTIVE INDEPENDENT DIRECTOR

Tomakin Lai became a director of NZKS in May 2019. Mr Lai is

a director of China Resources Ng Fung Limited, which holds

a 9.96% shareholding in NZ King Salmon. He is also the Vice

President, Chief Financial Officer and Company Secretary of

China Resources Enterprise Limited. He is the Executive Director,

the Chief Financial Officer and the Company Secretary of China

Resources Beer (Holdings) Company Limited, which is listed on

the Hong Kong stock exchange. He is a non-executive director of

Scales Corporation Limited, which is listed on the NZX.

Chiong Yong Tiong

NON-EXECUTIVE NON-INDEPENDENT DIRECTOR

Chiong Yong Tiong became a director of NZKS in June 2019.

Mr Tiong is a director of Oregon Group Limited, which holds

a 40.14% shareholding in NZ King Salmon. He has extensive

experience in timber industries and property development

companies. He is Managing Director of Timbergrow Limited and

Maraetai Land Development Limited. Yong is also a director

of property development company Neil Corporation Limited

and is on the board of Saint Kentigern School in Auckland. He

also holds a Masters in Finance and Economics from Monash

University, Melbourne.

EXPLANATORY NOTES
THESE NOTES FORM PART OF THE NOTICE OF ANNUAL MEETING

ORDINARY RESOLUTION 4:

ELECTION OF DIRECTOR

Grant Rosewarne was reappointed by the Board on 21

September 2016, and is now required to retire in accordance with

NZX Listing Rule 2.7.1, which prohibits a director from holding

office (without re-election) for longer than 3 years or 3 annual

meetings, whichever is longer. Being eligible, Grant Rosewarne

offers himself for re-election.

The Board unanimously supports the re-election of Grant

Rosewarne.

Grant Rosewarne

CEO AND MANAGING DIRECTOR

Grant Rosewarne became a director of NZKS in July 2016. Grant

has considerable international fast moving consumer goods

(FMCG) sales, marketing and general management experience.

Grant has worked across a number of FMCG categories

including dairy, wine, fresh produce, and dry grocery, in addition

to foodservice segments from cafes to fine dining. Grant’s

international business expertise spans Britain, Europe and

Australasia, with blue chip companies such as Unilever, Cerebos

and Douwe Egberts /Sara Lee.

Grant was appointed CEO of New Zealand King Salmon in

2009. During his time as CEO, Grant has focused on elevating

New Zealand King Salmon’s unique products from a premium

commodity to a worldwide branded food delicacy.

Mark Hutton will also be retiring as director at the Annual

Meeting and will not be seeking re-election.

ORDINARY RESOLUTION 5:

DIRECTORS’ REMUNERATION

This resolution seeks shareholder approval to increase the

maximum aggregate amount of remuneration (“fee pool”) that

may be paid each year to the Directors of NZKS for their services

as Directors by $55,000 per annum, from $465,000 per annum

to $520,000 per annum, taken together. Shareholder approval is

required under NZX Listing Rule 2.11.1.

The existing fee pool of $465,000 was approved at the Annual

Meeting on 7 November 2017. The aggregate remuneration

paid to Non-Executive Directors and the manner in which it is

apportioned amongst Directors is currently reviewed annually,

with any proposed increase in the aggregate pool put to

shareholders for approval at NZKS’ next Annual Meeting. If

shareholders approve Ordinary Resolution 5, the increased fee

pool will apply until such time as the amount is altered by an

ordinary resolution of shareholders.

The Board reviews its individual fees to ensure NZKS’ Non-

Executive Directors are fairly remunerated for their services,

recognising the level of skill and experience required to fulfil

the role and enable NZKS to attract and retain talented Non-

Executive Directors. The process involves benchmarking against a

group of eight peer companies (all operating in the agricultural

sector).

The next individual fee review is scheduled to apply from January

2020 and will be targeted for a general increase across base

fees and a meaningful realignment of fees for the individual

committee roles and, in particular, the chairman of each

committee.

This proposed increase provides the Board with a remuneration

fee pool considered appropriate to remunerate a Board of six

Non-Executive Directors, including for associated committee

work, over the next two years.

If this resolution is approved it is expected that the director fee

pool will be reviewed for the 2021 Annual Meeting.

EXPLANATORY NOTES
THESE NOTES FORM PART OF THE NOTICE OF ANNUAL MEETING

The fee pool is to be divided amongst the Directors at the

discretion of the Board. The current Directors’ fees, set on

1 January 2019, are as follows:

• Chair (including Committee responsibilities) ............$120,000

• Non-Executive Directors .........................................$60,000

• Chair of the Audit and

Finance Committee ..................................................$9,000

• Chair of the Nominations and

Remuneration Committee ........................................$9,000

• Chair of the Health, Safety

and Risk Committee .................................................$9,000

• Committee members ...............................................$4,500

NZKS will disregard any votes on Ordinary Resolution 5 by:

1) any Director of NZKS; and

2) any Associated Person of any Director of NZKS,

except where any such vote is cast by the Director or one of their

Associated Persons as proxy for a person who is entitled to vote

and the Director or that Associated Person votes in accordance

with express instructions to vote for or against a particular

resolution on the Voting Form.

SPECIAL RESOLUTION 6:

AMENDMENT TO THE CONSTITUTION OF NZKS

This special resolution seeks shareholder approval to alter NZKS’s

constitution. The amendments to the constitution are procedural

in nature as a result of NZKS’s transition to the new NZX Listing

Rules on 22 March 2019 and reflect the following:

1) including an express statement that NZKS shall comply with

the minimum Board composition requirements of the new

NZX Listing Rules;

2) amending the clauses relating to the rotation of directors

to cross refer to the requirements set out in the new NZX

Listing Rules;

3) amending the procedure allowing for the sale of securities

held in less than a minimum holding so as to provide for

those securities to be sold on market (including through a

broker on behalf of NZKS), rather than through NZX or in

some other manner approved by NZX;

4) removing the specific quorum for a meeting of an interest

group, so that the quorum for such a meeting is consistent

with other meetings of shareholders; and

5) including an additional clause to address a scenario where

ordinary resolutions are passed appointing directors which

would exceed the maximum number (by providing that the

director nominee(s) with the highest number of votes is

elected).

NZKS’s constitution was last amended in 2016. An amended

constitution has been prepared and a copy, marked up to show

the changes from NZKS’s existing constitution is available from

investor@kingsalmon.co.nz

Pursuant to a class waiver granted by NZX Regulation, while the

new NZX Listing Rules became applicable to NZKS on 22 March

2019, NZKS is permitted to defer updating its constitution until

this Annual Meeting. If any of the provisions of the updated

constitution are inconsistent with the NZX Listing Rules (as

amended by any ruling granted to NZKS), the NZX Listing Rules

will prevail. A copy of the NZX Listing Rules is available at

www.nzx.com

The proposed alterations to NZKS’s constitution do not impose

or remove a restriction on the activities of NZKS, and accordingly

no rights arise under section 110 of the Companies Act 1993.

The Board unanimously recommends shareholders vote in favour

of the amendments to NZKS’s constitution.

Voting on all resolutions put before the meeting shall be by
way of poll. Shareholders are encouraged to cast a postal or

online vote or appoint a proxy to exercise their vote on their

behalf if they cannot attend the meeting in person. Your

rights to vote may be exercised by:

a) Attending and voting in person; or

b) Postal or online voting: The Board has determined that

postal voting is permitted. Postal voting instructions are

included in the Voting Form which accompanies this

Notice of Annual Meeting. You can cast a postal vote

online, or complete and send the Voting Form by post or

fax so that your vote is received by the share registrar no

later than 2:00pm on Sunday 3 November 2019.

The Chief Financial Officer, Andrew Clark, has been

authorised by the Board to receive and count postal

votes at the meeting.

c) Appointing a proxy (or representative) to attend and

vote in your place: The proxy need not be a shareholder

of the Company. The form of appointment of a proxy

and voting instructions accompany this Notice of Annual

Meeting. You can appoint a proxy online or complete

the Voting Form, including the proxy appointment and

return the proxy Voting Form by post or fax so that it is

received by the share registrar by no later than 2:00pm

on Sunday 3 November 2019.

You may appoint the Chair of the meeting as your

proxy. The Chair of the meeting intends to vote any

discretionary proxies in favour of the resolutions. If your

named proxy does not attend the meeting or you have

ticked the proxy discretion box but not named a proxy,

you will be deemed to have appointed the Chair of the

meeting as your proxy.

RSVP AND QUESTIONS IN

ADVANCE OF THE MEETING

Please fill out and return the RSVP form by 1 November

2019 by using the enclosed pre-paid envelope if you are

planning to attend the Annual Meeting.

To assist NZKS’ Board to provide answers to questions from

shareholders, NZKS is offering a facility for shareholders to

submit questions in advance of the Annual Meeting on the

RSVP form. Questions should relate to matters that are

relevant to the Annual Meeting including matters arising

from the financial reports and any general questions

regarding the performance of NZKS. Individual responses

to questions will not be provided, but the Chairman will,

at the Annual Meeting, endeavour to address commonly

raised questions. Alternatively, you can email your

questions to: investor@kingsalmon.co.nz.

ELIGIBILITY TO VOTE

Any shareholder whose name is recorded in the NZKS share

register at 5pm on Friday 1 November 2019 is entitled to attend

the Annual Meeting and vote either in person or by proxy

(subject to the time limits for returning Voting Forms).

ATTENDANCE & VOTING

THESE NOTES FORM PART OF THE NOTICE OF ANNUAL MEETING

---

Turn over to complete the form to vote
Signing Instructions for Postal 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 should

sign.

Power of Attorney

If this Proxy Form has been signed under a power of attorney, a copy of the

power of attorney (unless already deposited with the Company) and a signed

certificate of non-revocation of the power of attorney must be produced to the

Company with this Proxy Form.

Companies

This form should be signed by a Director jointly with another Director, or a

Sole Director can also sign alone. Please sign in the appropriate place and

indicate the office held.

Comments & Questions

If you have any comments or questions for the company, please write them on

a separate sheet of paper and return with this form.

Attendance and voting

Voting on all resolutions put before the meeting shall be by way of poll.

Shareholders are encouraged to cast a postal or online vote or appoint a proxy

to exercise their vote on their behalf if they cannot attend the meeting in

person.

You may cast your vote in one of the four ways described below. You may

abstain from voting on one or more of the resolutions.

(a) Online

Lodge your postal vote or proxy online at www.investorvote.co.nz

(b) Casting a postal vote

You may cast a postal vote on one or more of the resolutions by completing the

FOR, AGAINST or ABSTAIN boxes in ‘Step 1’ overleaf, signing this voting form

and returning it to the share registrar.

(c) Appointing a proxy

You may appoint a proxy to attend the meeting and either direct the proxy as to

how to vote or give the proxy discretion as to how to vote on the resolutions by

completing the FOR, AGAINST, ABSTAIN or PROXY DISCRETION box on ‘Step 1’

overleaf, completing the appointment of proxy details in ‘Step 2’ overleaf,

signing this Voting Form and returning it to the share registrar. The proxy need

not be a shareholder of the Company. You may appoint the Chair of the meeting

as your proxy. The Chair of the meeting intends to vote any discretionary

proxies in favour of the resolutions. If your named proxy does not attend the

meeting or you have ticked the proxy discretion box but not named a proxy, you

will be deemed to have appointed the Chair of the meeting as your proxy.

(d) Attending and voting in person

You should bring this Voting Form to the meeting and hand the attendance card

to the share registry at the entrance to the meeting.

Your secure access information

Control Number: CSN/Shareholder Number:

PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand)

to securely access InvestorVote and then follow the prompts to lodge your vote or appoint your proxy online.

Proxy/Voting Form

Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:

www.investorvote.co.nz

Scan the QR code to vote now.

Smartphone?

For your proxy or vote to be effective it must be received by 2:00pm (New Zealand time) on Sunday 3 November 2019.

Lodge your postal vote or proxy

Online

www.investorvote.co.nz

By Mail

Computershare Investor Services Limited

Private Bag 92119 Auckland 1142 New Zealand

By Fax

+64 9 488 8787

For all enquiries contact

+64 9 488 8777

corporateactions@computershare.co.nz

ATTENDANCE SLIP
Annual Meeting of New Zealand King Salmon Investments

Limited to be held at the Wither Hills Winery, 211 New

Renwick Road, Burleigh, Blenheim 7272 on Tuesday 5

November 2019 at 2:00 pm.

Signature of Shareholder(s) This section must be completed.

SIGN

or Sole Director/Directoror Director (if more than one)

ShareholderShareholder 2Shareholder 3

Contact Name Contact Daytime Telephone Date

Appointment of Proxy

STEP 2

If you mark any of the PROXY DISCRETION boxes above you must appoint a proxy. This may be the chairman or any director if you so wish.

Please note: If you do not plan to attend the meeting, you may cast a postal vote or appoint a proxy to vote at the meeting.

Ordinary Resolutions

Item 1

That the Board is authorised to fix the auditor’s remuneration for the coming year.

Item 2 Having been appointed during the year by the Board and holding office only until the Annual Meeting, that

Tomakin Lai (Po Sing Lai) be elected as a Director.

Item 3

Having been appointed during the year by the Board and holding office only until the Annual Meeting, that

Chiong Yong Tiong be elected as a Director.

Item 4

Having retired in accordance with NZX Listing Rule 2.7.1, that Grant Rosewarne be elected as a Director.

Item 5

That the maximum total pool of Director’s remuneration payable by NZKS to Directors (in their capacity as

Directors) be increased by $55,000 per annum from $465,000 per annum to $520,000 per annum with

immediate effect, with such sum to be divided amongst the Directors as the Board may from time to time

determine.

Special Resolution

Item 6

That, effective from the close of the Annual Meeting, the constitution of NZKS be amended in the form and

manner described in the Explanatory Notes.

Proxy

Discretion

For

Against

Abstain

Voting Instructions/Voting Paper

STEP 1

hereby appointof

or failing him/herof

I/We being a shareholder/s of New Zealand King Salmon Investments Limited

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of New Zealand King

Salmon Investments Limited to be held at the Wither Hills Winery, 211 New Renwick Road, Burleigh, Blenheim 7272 on Tuesday 5 November 2019

at 2:00 pm and at any adjournment of that meeting.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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