Hallenstein Glasson Holdings Ltd Notice of Meeting

HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
1
NOTICE OF MEETING

Notice of Meeting
Notice is given that the Annual Meeting of Shareholders of Hallenstein Glasson Holdings Limited
(HGHL or the Company) will be held at Rydges Latimer, 30 Latimer Square, Christchurch, on
Wednesday 11 December 2019 at 10:00 am.
The shareholders are invited to join the Directors for morning tea at 9:30am prior to the meeting.
AGENDA
GENERAL BUSINESS
1. Chairman’s Address
2. Managing Director’s Address
3. Annual Report
To receive the Annual Report, the financial statements and the Auditors’ Report for the financial year ended
1 August 2019.
4. Amendments to the Company’s Constitution
To amend HGHL’s constitution in the manner described in the explanatory notes, with effect from the close
of the meeting. See the explanatory notes.
5. Director Elections
To consider, and if thought fit, to re-elect as Directors of the Company (each by ordinary resolution of the shareholders)
the following persons, who retire in accordance with the NZX Listing Rules and offer themselves for re-election.
Resolution 5.1: That Malcolm Ford, who retires, is re-elected as a Director.
Resolution 5.2: That Michael Donovan, who retires, is re-elected as a Director.
As at the date of the notice, the Board considers Mr. Ford and Mr. Donovan to be independent directors for the
purpose of the NZX Listing Rules.
6. Auditors
To record the reappointment of PricewaterhouseCoopers as Auditors of the Company pursuant to section 207T of
the Companies Act 1993, and authorise the Directors to fix the remuneration of the Auditors for the ensuing year.
RESOLUTIONS
The resolution in item 4 above is a special resolution, which must be passed by 75% of the votes of those
shareholders entitled to vote and voting on the resolutions.
The resolutions in items 5 and 6 above require approval by way of an ordinary resolution of shareholders.
An ordinary resolution is a resolution passed by a simple majority (i.e. over 50% of the votes of shareholders
of the Company entitled to vote and voting).
ADDRESSES BY CHAIRMAN AND MANAGING DIRECTOR
Please note that for shareholders who are unable to attend the meeting, a transcript of the Chairman’s and
Managing Director’s addresses to the meeting (and any accompanying slide presentations) will be posted
on the Company’s website at www.hallensteinglasson.co.nz and released to NZX’s market announcement
platform at the same time or before they are delivered to the meeting.
PROXIES
1. Any shareholder of the Company entitled to attend and vote at the Annual Meeting may appoint a proxy
to attend and vote in the place of that shareholder. A proxy need not be a shareholder of the Company.
2. A proxy granted by a company must be executed by a duly authorised officer or attorney of that company.
3. Enclosed with this Notice of Meeting is a proxy form. To be valid, the proxy form must be returned duly
completed to Computershare Investor Services Ltd, Private Bag 92119, Auckland 1142, so it is received no
later than 10.00 am on 9 December 2019.
4. Each of the Directors of the Company listed below offers themselves as a proxy to shareholders:
M J Donovan
T C Glasson
M J Ford
K Bycroft
G Popplewell

Explanatory Notes
AGENDA ITEM 4 – AMENDMENTS TO CONSTITUTION
The NZX Listing Rules have been amended by NZX following their review in 2018. The new NZX Listing Rules
came into effect on 1 January 2019, subject to a six-month transitional period. They have applied
to HGHL from 1 July 2019.
A class waiver was also issued by NZX, providing that issuers may defer updating their constitution to comply
with the new NZX Listing Rules, provided they do so at their next shareholders’ meeting following transition to
the new NZX Listing Rules.
HGHL therefore seeks shareholder approval to amend HGHL’s constitution in order to comply with the
new NZX Listing Rules.
A copy of HGHL’s existing constitution and a marked-up copy tracking all proposed changes to the
existing constitution may be viewed on HGHL’s website at www.hallensteinglasson.co.nz/investment-
centre. The new NZX Listing Rules may be viewed on the NZX website at www.nzx.com.
The proposed changes to the constitution are to reflect the new NZX Listing Rules and to make minor procedural
changes. The key proposed amendments, all of which reflect changes in the new NZX Listing Rules, are as
follows.
1. Board composition: Providing that the HGHL board will satisfy the composition requirements
of the NZX Listing Rules.
2. Director rotation: Requiring HGHL directors to retire by rotation in the manner required by
the NZX Listing Rules.
3. Minimum holdings: Allowing share parcels of less than the minimum holding to be sold on market,
rather than through NZX or in some other manner approved by NZX.
4. Voting by poll: Requiring all votes at shareholder meetings to be carried out by poll.
5. Proxies: Including more prescriptive requirements relating to proxy forms.
The proposed amendments to HGHL’s constitution do not impose or remove a restriction on HGHL’s activities,
and accordingly no rights arise under section 110 of the Companies Act 1993.
In accordance with the NZX Listing Rules, if there is any provision in HGHL’s constitution that is
inconsistent with the NZX Listing Rules, the NZX Listing Rules will prevail.
The board unanimously recommends that shareholders vote in favour of the amendments to
HGHL’s constitution.
AGENDA ITEM 5 – ELECTION OF DIRECTORS
Under NZX Listing Rule 2.7.1 a director must not hold office past the later of three years and the
third annual meeting after their appointment without being re-elected by shareholders.
Directors Malcolm Ford and Michael Donovan retire in accordance with these requirements and, being
eligible, offer themselves for re-election.
MALCOLM FORD
Malcolm Ford is an independent non-executive director. He was appointed to the board in June 2010. Mr Ford’s
background includes 20 years’ experience in direct sourcing particularly in Asia. Mr Ford also has experience in
brand management across wholesale and retail markets.
MICHAEL DONOVAN
Michael Donovan is an independent non-executive director. He was appointed to the board in May 1990.
Mr Donovan was the founder and director of Wild Pair, and Lippy retail stores.

HALLENSTEINS.COM
GLASSONS.COM
HALLENSTEINGLASSON.CO.NZ

---

Your secure access information
Control Number:
PLEASE NOTE:
www.investorvote.co.nz
Smartphone?
Scan the QR code to vote now.
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
corporateactions@computershare.co.nz
For all enquiries contact
+64 9 488 8777
Lodge your proxy
Proxy/Voting Form
Lodge your proxy online, 24 hours a day, 7 days a week:
CSN/Securityholder Number:
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 or exercise your vote online.
For your proxy to be effective it must be received by 10:00 am on Monday 9th December 2019
Go online to lodge your proxy or turn over to complete the form
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
Any shareholder who is entitled to vote at the Annual Meeting may appoint a
proxy to attend and vote on their behalf. A proxy does not have to be a
shareholder in the Company. Each of the Directors of the Company listed below
offers themselves as a proxy to shareholders:
M J Donovan
T C Glasson
M J Ford
K Bycroft
G Popplewell
To do this, enter the name of your proxy in the space allocated in ‘Step 1’ of this
form. Alternatively you can appoint a proxy online at www.investorvote.co.nz.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you mark more than one box on an item your vote will be invalid
on that item.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate
securityholder or proxy is to attend the meeting you will need to provide the
appropriate “Certificate of Appointment of Corporate Representative” prior to
admission.
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 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
A proxy granted by a company must be executed by a duly authorised officer
or attorney of that company.
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.

STEP 1
hereby appointof
or failing him/her
of
STEP 2
ATTENDANCE SLIP
SIGN
Contact Name Contact Daytime Telephone Date
Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
I/We being a shareholder/s of Hallenstein Glasson Holdings Limited
as my/our proxy to vote for me/us at the Annual Meeting of Shareholders of Hallenstein Glasson Holdings Limited to be held at Rydges Latimer, 30 Latimer Square,
Christchurch at 10.00 am on Wednesday 11th of December 2019 and at any adjournment of that meeting.
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in
computing the required majority.
Items of Business - Voting Instructions/Ballot Paper (if a Poll is called)
Signature of Securityholder(s) This section must be completed.
Securityholder 1
or Sole Director/Director
Securityholder 2
or Director (if more than one)
Securityholder 3
Annual Meeting of Shareholders of Hallenstein Glasson
Holdings Limited to be held at Rydges Latimer, 30 Latimer
Square, Christchurch at 10.00 am on Wednesday 11th of
December 2019 and at any adjournment of that meeting.
ForAgainst
Proxy
DiscretionAbstain
Resolution 4To amend HGHL’s constitution in the manner described in the explanatory notes, with effect from the
close of the meeting.
Resolution 5Election of directors:
5.1 To re-elect Malcolm Ford as a Director
5.2 To re-elect Michael Donovan as a Director
Resolution 6To record the reappointment of PricewaterhouseCoopers as Auditors of the Company pursuant to section
207T of the Companies Act 1993, and authorise the Directors to fix the remuneration of the Auditors for
the ensuing year.