Notice of Annual Meeting

Notice of Annual Meeting of Shareholders
Friday, 13 December 2019
Sanford Limited (the Company) gives notice that its Annual Meeting of Shareholders will
be held at GridAKL, The Workshop Room, Level 1, 12 Madden Street, Wynyard Quarter,
Auckland 1010 on Friday, 13 December 2019 commencing at 2.00pm (see location map
overleaf).
The business of the meeting will be:
1. Chairman’s Introduction
2. Chief Executive Officer’s Review
3. Financial Statements and Reports
To receive and consider the Financial Statements of the Company for the year ended 30 September 2019
together with the Directors’ and Auditor’s report to Shareholders.
4. Resolutions
To consider and, if thought fit, to pass the following ordinary resolutions:
Resolution 1: Election of Peter Cullinane: That Peter Cullinane, appointed by the Board as a director effective
1 February 2019 and who retires and is eligible for election, is elected as a director of the Company.
Resolution 2: Re-election of Peter Kean: That Peter Kean, who retires by rotation and is eligible for
re-election, be re-elected as a director of the Company.
Resolution 3: Auditor: To authorise the Directors to fix the fees and expenses of the Auditor.
To consider and, if thought fit, to pass the following special resolution:
Resolution 4: Adoption of new constitution of the Company: That the existing constitution of the Company
be revoked and a new constitution in the form tabled at the Annual Meeting, and referred to in
the explanatory notes, be adopted with effect from the close of the Annual Meeting.
Refer to the explanatory notes on page 3 for further details on these resolutions.
5. General Business
To consider such other business as may be properly raised at the meeting.
D C McIntosh
General Manager Risk and Corporate Affairs
14 November 2019
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GridAKL is located midway down Madden Street, Wynyard Quarter
https://gridakl.com/how-to-get-here/
Car parking is available at the following locations:
- Jellicoe Street Carpark
- 69 Gaunt Street
- Victory Church Carpark, cnr Fanshawe and Beaumont Streets
Procedural Notes
For shareholders who cannot attend the Annual Meeting, the Company will be webcasting the meeting online.
Refer page 6 for further information.
Persons Entitled to Vote
The persons who will be entitled to vote at the Annual Meeting are those persons registered as holding ordinary
shares on the Company’s share register at 5:00pm on Wednesday, 11 December 2019.
Ordinary Resolutions (Resolutions 1, 2, and 3)
Each of Resolutions 1, 2 and 3 is an ordinary resolution. In order for an ordinary resolution to be passed, it must
be approved by a simple majority of the votes of those shareholders entitled to vote and voting on the resolution.
Special Resolution (Resolution 4)
Resolution 4 is a special resolution. In order for a special resolution to be passed, it must be approved by a majori-
ty of 75% of the votes of those shareholders entitled to vote and voting on the resolution.
Proxy / Postal Voting
A shareholder entitled to attend and vote at the Annual Meeting is entitled to:
• appoint a proxy to attend and vote instead of the shareholder; or
• cast a postal vote instead of attending in person or appointing a proxy.
A Proxy/Voting Form is enclosed with this Notice of Annual Meeting. To be effective, the Proxy/Voting Form must be
deposited with the Company in accordance with the instructions on the form not later than 2pm, 11 December 2019.
A shareholder may appoint “The Chair of the Meeting” as Proxy. Where a direction is not given to the Chairperson as
to how to cast the vote on any Resolution, then the Chairperson intends to vote in favour of the Resolution.
A proxy need not be a shareholder of the Company.
A corporation may appoint a person to attend the meeting as its representative in the same manner as that in which
it may appoint a proxy.
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ANZ Viaduct
Events Centre
ASB Waterfront
Theatre
AMENITIES
ASB
Datacom
Fonterra
Hewlett Packard
Microsoft
IBM
BUSINESSESLOCATION
Wynyard Quarter
Innovation Precinct
Wynyard Quarter
GridAKL / Mason Brothers
GridAKL / 12 Madden St
GridAKL / John Lysaght
VIADUCT
BASIN
WYNYARD
QUARTER
HALSEY ST
MADDEN ST
PAKENHAM ST W
BEAUMONT ST
SILO PARK
VICTORIA PARK
FANSHAW ST
N
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R
T
H
-
W
E
S
T
E
R
N

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

Explanatory Notes
Explanatory note 1 – Approval of appointment of director (Resolution 1)
In accordance with NZX Listing Rule 2.7.1, any director appointed by the Board during the year must retire from
office at the next annual meeting but is eligible for election at that meeting. Peter Cullinane, being a director who
was appointed by the Board during the year, retires from office. Being eligible, Peter Cullinane has offered himself
for election.
The Board considers that Peter Cullinane will be an independent director for the purposes of the NZX Listing Rules
if elected to the Board.
Peter is widely respected in global advertising and marketing, and has extensive knowledge and expertise in both
Australasian and global markets. He is the former Chief Operating Officer of Saatchi & Saatchi (Worldwide), and its
Chief Executive Officer (New Zealand) and Chairman (Australasia) for over eight years prior. Peter is the founder
and Chairman of Lewis Road Creamery Limited. He is the Chair of NZME Limited and has held various listed
company directorships. He holds Masters degrees in business Administration and Management.
The Board unanimously supports the election of Peter Cullinane and recommends that shareholders vote in favour
of Resolution 1.
Explanatory note 2 – Re-election of director (Resolution2)
In accordance with NZX Listing Rule 2.7.1, a director must not hold office (without re-election) past the third annual
meeting following that director’s appointment or 3 years, whichever is longer.
Accordingly, Peter Kean is required to retire (having held office since 2014 as an independent director of the Company).
Being eligible, Peter Kean has offered himself for re-election.
Peter has had extensive corporate experience in New Zealand, Australia and internationally. He is former Managing
Director of three Lion Nathan divisions in New Zealand and Australia, including Retail; International, Beer, Spirits and
Wine and Dairy and Drinks. He has had vast experience in dealing with major customers in a fast moving and complex
world. Peter is also a Director of the New Zealand Rugby Union and Chairman of its Commercial Committee.
Other directorships include All Blacks Experience (ABex), The Lion Foundation, Southfuels/Northfuels, the Highlanders,
Freightways, A J Hackett – Bungy New Zealand Limited and Bricklane Brewing Co (Melbourne, Australia). Peter is
Chairman of the Partners’ Programme for the Bank of New Zealand and The Gin Company Limited.
The Board unanimously supports the re-election of Peter Kean and recommends that shareholders vote in favour of
Resolution 2.
Explanatory note 3 – Fixing of auditor’s fees and expenses (Resolution 3)
KPMG is automatically re-appointed as auditor under section 207T of the Companies Act 1993. Resolution 3 authorises
the Board to fix the fees and expenses of the auditor.
Explanatory note 4 – Adoption of new constitution of the Company (Special Resolution 4)
The former NZX Main board & Debt Market Listing Rules (dated 1 October 2017) have been replaced by updated NZX
Listing Rules (dated 1 January 2019) (New Listing Rules). The Company transitioned to the New NZX Listing Rules on
22 May 2019. As part of its transition to the New Listing Rules, the Company is required to adopt a constitution which
complies with the New Listing Rules at its 2019 Annual Meeting. Accordingly, the Company has prepared a new
constitution (New Constitution), which contains the changes required to comply with the New Listing Rules. The
Company is also taking this opportunity to streamline the New Constitution by removing unnecessary repetition of
certain mandatory sections of the Companies Act 1993 that the Company must comply with (whether or not such
sections are repeated in the constitution).
3

A copy of the proposed New Constitution, together with a marked-up copy showing the differences between the New
Constitution and the existing constitution, may be viewed on the Company’s website at www.sanford.co.nz.
Shareholders are being asked to approve the revocation of the Company’s existing constitution and the adoption of the
New Constitution as the Company’s constitution with effect from the close of the 2019 Annual Meeting of Shareholders.
A summary of the key substantive changes reflected in the New Constitution is set out below (unless expressly stated
otherwise, references to clause numbers below are references to clause numbers in the New Constitution):
(a) Composition of board: Clause 24 has been included to provide that the Company must comply with the
board composition requirements in the New Listing Rules. The New Listing Rules require the Company to
have, at minimum, three directors, two directors ordinarily resident in New Zealand and two independent
directors. The Company currently complies with all these requirements.
(b) Rotation and election of directors: Clause 26 has been amended to reflect the new director rotation
requirements in the New Listing Rules, which provide that a director must not hold office (without
re-election) past the third annual meeting following that director’s appointment or three years, whichever
is longer. Previously, the NZX Listing Rules required one third of directors to retire from office at each
annual meeting.
(c) Voting by poll: Clause 9 of the Second Schedule has been included to reflect that the New Listing Rules
require voting at a meeting of shareholders to be conducted by poll.
(d) Scrutineer: Clause 30 of the Second Schedule to the existing constitution has been deleted as it referred
to the Company’s auditor acting as the scrutineer of polls conducted at shareholders’ meetings. As a third
party, the Company’s share registrar will usually be conducting these polls and therefore a scrutineer is not
considered necessary.
(e) “Managing director” clauses removed: Clauses 40 to 43 of the existing constitution have been deleted as
they related to the concept of a “managing director”, which has been removed from the New Listing Rules.
(f) Compulsory sale of less than minimum holdings: Clause 14 has been amended to update the procedure
allowing for the sale of share parcels of less than a “minimum holding” (being parcels of shares worth less
than $1,000) so as to provide for those shares to be sold on market (including through a broker on behalf of
the Company) rather than through NZX or in some other manner approved by NZX.
(g) Restrictions of voting: Clauses 3.2 and 3.3 have been included to provide that directors and shareholders
must not cast a vote if prohibited from doing so by virtue of any applicable voting requirements in the New
Listing Rules.
(h) Deemed re-election of directors: Clause 27.4 of the existing constitution has been deleted as it referred to
the concept whereby, in certain circumstances, a director standing for re-election is deemed to be
re-elected, if no other person is elected, which is inconsistent with the New Listing Rules.
(i) Simplification of the Second Schedule: Various clauses have been deleted from the Second Schedule of
the New Constitution (relating to proceedings at meetings of shareholders) to simplify the constitution
as those deleted clauses repeated mandatory provisions in Schedule 1 of the Companies Act 1993.
(j) Other Changes: Changes to definitions, and various other less significant wording changes, have been made to
reflect the provisions of the New Listing Rules, and clause references will be updated. The Company is also
taking the opportunity to make minor changes to modernise the New Constitution (such as removing the
ability for notices to be sent to directors via facsimile and deleting certain superfluous clauses).
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If any of the provisions of the New Constitution are inconsistent with the New Listing Rules (as amended by any
waiver or ruling granted to the Company), the New Listing Rules will prevail. A copy of the New Listing Rules is available
at www.nzx.com.
As the proposed New Constitution does not impose or remove a restriction on the Company’s activities or affect the
rights attaching to shares, the shareholder minority buy-out rights under the Companies Act 1993 do not apply.
The Board unanimously recommends that shareholders vote in favour of the revocation of the Company’s existing
constitution and the adoption of the New Constitution as the Company’s constitution with effect from the close of the
Annual Meeting.
Pursuant to the Companies Act 1993, the revocation of the Company’s existing constitution and the adoption of the
New Constitution must be approved by a special resolution of shareholders.
Chapman Tripp has provided an opinion to NZX that it considers that the New Constitution complies with the New
Listing Rules.
Attending the Annual Meeting online
The Company is holding its second hybrid Annual Meeting so that shareholders who are unable to attend in person
can still have the opportunity to attend and participate in the 2019 Annual Meeting online via the Lumi AGM.
By using Lumi AGM, you will be able to watch the Annual Meeting, vote and ask questions online from your
smartphone, tablet or desktop device.
To attend the Annual Meeting online, download the Lumi AGM app at the Apple App Store or Google Play Store.
Alternatively, login through your web browser by visiting web.lumiagm.com. Please refer to the Virtual Meeting
Guide on page 6 for more information.
Shareholders will require their CSN/Securityholder Number and postcode for verification purposes.
If you wish to appoint a proxy to attend online via Lumi AGM on your behalf, please ensure that you provide their
contact details (phone and email) on the Voting Form.
5

>Download Lumi AGM from the Apple App or Google Play Stores for free—search for Lumi AGM; or
>Visit web.lumiagm.com on your desktop or mobile device. Ensure that your browser is compatible—Lumi AGM supports the latest
versions of Chrome, Safari, Internet Explorer, Edge and Firefox.
VIRTUAL ANNUAL MEETING GUIDE 2019
GETTING STARTED
Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to either:
>username (CSN or Holder number);
>password (postcode, or country
code for overseas residents)
LOGGING IN
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
Password (postcode).
USING LUMI AGM
ACCESSING THE VIRTUAL MEETING
Once you have downloaded Lumi AGM
or entered web.lumiagm.com into your
internet browser, you’ll be prompted to
enter the Meeting ID and accept the
terms and conditions.
You will then be required to enter your:
OVERSEAS RESIDENTS
Username (CSN or Holder Number); and
Password (three-character ISO3 country
code) e.g. AUS is the ISO3 code for
Australia.
You can find a full list at
www.computershare.com/iso3
NAVIGATING LUMI AGM
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the broadcast icon at the
bottom of the screen.
APPOINTED PROXIES
A username and password will be
provided prior to the meeting.
If you have not received your username
and password, please contact
Computershare on +64 9 488 8777
between 8.30am—5.00pm Monday to
Friday.
VOTING IN LUMI AGM
Once the poll has been opened, will
appear on the navigation bar at the
bottom of the screen—from here, the
resolution and voting choices will be
displayed.
To vote, simply select your voting
direction from the options shown on
screen. To change your vote, simply
select another direction—you can cancel
your vote by clicking ‘Cancel’.
MEETING ID
329-813-854
To log in, you must have the following information (which can be found on your Shareholders’ Voting and Proxy Form):
Shareholders are encouraged to download the app prior to the Annual Meeting.

VIEWING COMPANY DOCUMENTS
Links to the Notice of Meeting, Virtual
Meeting Guide and Annual Report are
present on the info screen.
When you click on a link, the selected
document will open in your browser.
ASKING QUESTIONS
Any shareholder or appointed proxy/
representative attending the meeting is
eligible to ask questions. If you would
like to ask a question, select then
type and submit your question. It will
be sent to the board for an answer.
Please note that not all questions may
be able to be answered during the
meeting. In this case, questions will be
followed up by email after the meeting.
MEETING ID
329-813-854
VOTING AT A GLANCE
STEP 1
Open Lumi AGM and enter the
Meeting ID shown in top right
corner
STEP 2
Enter your username and
password (CSN/Holder Number
and postcode)
STEP 3
When the poll is opened,
click and select your
desired voting direction
WATCHING THE WEBCAST
To watch the webcast, click the black
broadcast bar on screen.
The video and/or slides will appear
shortly after (dependent on the
speed of your internet connection).
Remote entry to the annual meeting will open at 1.45PM NZT on
Friday 13 December 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
Notes
You may cast your vote in one of the three ways described below. You may
abstain from voting on one or more of the resolutions.
(1) Casting a postal vote
As a shareholder entitled to vote at the Annual Meeting you are entitled to vote
by postal vote. The Company’s share registrar, Computershare Investor Services
Limited, has been authorised by the Board to receive and count postal votes at
the Annual Meeting.
You can cast your postal vote online at www.investorvote.co.nz or by completing
the FOR, AGAINST or ABSTAIN boxes in ‘Step 1’ overleaf, signing this Proxy/Voting
Form and returning it to the share registrar in accordance with the instructions
above.
(2) Appointing a proxy
As a shareholder entitled to vote at the Annual Meeting, you are entitled to
appoint a proxy, or in the case of a corporate shareholder, a representative, to
attend and, if you have not cast a postal vote, vote on your behalf. A proxy need
not be a shareholder.
If you mark any of the PROXY DISCRETION boxes you must appoint a proxy for
your vote to be counted.
If you cast a postal vote, you may also appoint a proxy to attend the meeting
on your behalf by completing the YES box under the heading “Other Matters”
in 'Step 1' overleaf. The Chair of the meeting is willing to act as proxy for any
shareholder who wishes to appoint him for that purpose and intends to vote
proxies marked PROXY DISCRETION in favour of all Resolutions.
You may appoint your proxy online at www.investorvote.co.nz or by completing the
relevant sections of ‘Step 1’ and ‘Step 2’ overleaf, signing this Proxy/Voting Form and
returning it to the share registrar in accordance with the instructions above.
(3) Attending and voting in person
You should bring this Proxy/Voting Form to the meeting and hand the
attendance slip to the share registry at the entrance to the meeting.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
Where the holding is in more than one name, all of the securityholders
should sign.
Power of Attorney
If this Proxy/Voting Form has been signed under a power of attorney, a copy
of the power of attorney (unless already deposited with the Company) and
a signed certificate of non-revocation of the power of attorney must be
produced to the Company with this Proxy/Voting Form.
Companies
This Proxy/Voting Form must be signed by a duly authorised officer or
attorney of the company. Persons who sign on behalf of a company must
be acting with the company’s express or implied authority. Please sign in
the appropriate place and indicate the office held.
Comments & Questions
If you have any comments or questions for the Company, please write them
on a separate sheet of paper and return with this form.
Go online to lodge your proxy/vote, or turn over to complete the form
Proxy/Voting Form
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
www.investorvote.co.nz
Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your postal vote or proxy to be effective it must be received by Computershare by 2:00 pm on Wednesday 11 December 2019

Signature of Securityholder(s) This section must be completed.
Securityholder 1 Securityholder 2 Securityholder 3
Contact Name Contact Daytime Telephone Date
SIGN
ATTENDANCE SLIP
For
Against
Proxy
DiscretionAbstain
YESNO
Notes
1. The full text of each of the resolutions is as set out in the Notice of Meeting.
2. If you mark any of the FOR, AGAINST or ABSTAIN boxes, your vote will be counted as a postal vote.
3. If you return this Proxy/Voting Form without marking any of the FOR, AGAINST, PROXY DISCRETION or ABSTAIN boxes for a particular resolution, you will be
deemed to have abstained from voting on that resolution and your votes will not be counted when calculating a majority for that resolution.
4. If you do not cast a postal vote and wish to appoint a proxy to vote on a resolution on your behalf, mark the PROXY DISCRETION box which relates to that
resolution. This means you are directing your proxy to decide how to vote on that resolution on your behalf.
5. In addition to casting a postal vote, you may also appoint a proxy to attend the meeting on your behalf by selecting YES above.
hereby appointof
or failing him/her
If your proxy will be attending the meeting remotely, please ensure that you provide their contact details (phone and email address).
If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
of
as my/our proxy/corporate representative to attend and, if applicable, exercise my vote at the Annual Meeting of Sanford Limited to be held in GridAKL, The
Workshop Room, Level 1, 12 Madden Street, Wynyard Quarter, Auckland 1010 on Friday, 13 December 2019 commencing at 2.00pm and at any
adjournment of that meeting and to vote on any resolutions to amend any of the resolutions, on any resolution so amended and on any resolution proposed at the
meeting (or any adjournment thereof) so as to give effect to my/our intention as set out above.
Annual Meeting of Sanford Limited to be held in
GridAKL, The Workshop Room, Level 1, 12 Madden
Street, Wynyard Quarter, Auckland 1010 on Friday,
13 December 2019 commencing at 2.00pm.
Please note: If you do not plan to attend the meeting, you may cast a postal vote or appoint a proxy to vote on your behalf at the meeting.
If you mark any of the PROXY DISCRETION boxes or the YES box above you must appoint a proxy. This may be the Chair if you so wish.
I/We being a shareholder/s of Sanford Limited
Voting Instructions/Voting Form
STEP 1
Appointing a Proxy
STEP 2
Business
Resolution 1:Election of Peter Cullinane.
Resolution 2:Re-election of Peter Kean.
Resolution 3:To authorise the Directors to fix the fees and expenses of the Auditor.
Resolution 4:That the existing constitution of the Company be revoked and a new constitution in
the form tabled at the Annual Meeting, and referred to in the explanatory notes, be
adopted with effect from the close of the Annual Meeting.
Other Matters
I wish to appoint a proxy to attend the meeting on my behalf.