Annual Shareholders’ Meeting

8 May 2020


Notice of Annual Meeting of Shareholders

Dear Shareholder

In light of the various restrictions that have been introduced as a result of the current COVID-19 pandemic,
the 2020 Annual Meeting of Shareholders will be held as an online only meeting.

We invite you to join us for the virtual Annual Meeting of the Shareholders of Scales Corporation Limited
(“Scales”), to be held online at 3.30pm on Tuesday 9 June 2020. Details of how to participate ‘virtually’ are
provided in the accompanying Virtual Meeting Guide, including instructions for accessing the virtual
meeting. You are encouraged to review this guide and either download the app prior to the Annual
Meeting, or access via the website address shown below, on your desktop computer.

If you cannot attend, I encourage you to complete and lodge the proxy form in accordance with the
instructions on the reverse of the form so that it reaches Computershare by 3.30pm (New Zealand time) on
Sunday 7 June 2020.

Items of Business:

A. Chair’s address
B. Managing Director’s address
C. Ordinary resolutions
D. General business

Ordinary Resolutions:

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

1. That the Board is authorised to fix the auditor’s remuneration for the coming year.
2. Having retired by rotation, that Nick Harris be re-elected as a Director.

Further information relating to these resolutions is set out in the Explanatory Notes accompanying this
Notice of Annual Meeting. Please read and consider the resolutions together with the notes.


By order of the Board.




Tim Goodacre
Chair
8 May 2020

Our Board of Directors:

















Tim Goodacre
Andrew (Andy)
Borland
Nick Harris Mark Hutton
Alan Isaac
Tomakin Lai
Nadine Tunley

Explanatory Notes

These notes form part of the Notice of Annual Meeting

Ordinary Resolution 1: Appointment and Remuneration of Auditor

Section 207T of the Companies Act 1993 provides that a company’s auditor is automatically reappointed
unless there is a resolution or other reason for the auditor not to be re-appointed. Scales wishes Deloitte to
continue as Scales’ auditor, and Deloitte 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 Scales 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: Re-election of Director

The NZX Listing Rules state Directors must not hold office (without re-election) past the third annual
meeting following the Director’s appointment, or 3 years, whichever is longer. Accordingly, Nick Harris is
required to retire at this meeting. Nick, being eligible, offers himself for re-election, and the Board
unanimously supports his re-election and recommends that shareholders vote IN FAVOUR of Resolution 2.

Having had regard to the factors described in the NZX Corporate Governance Code that may impact
director independence, the Board considers that Nick Harris will be a Non Executive Independent Director.

Biography for Nick Harris:

Term of Office: First appointed to the Board in 2014. Last re-elected on 14 June 2017.
Nick was elected to the Board in 2014, having been appointed a Director of both Scales’ Storage &
Logistics division and Meateor in 2012. Nick was previously the Managing Director, and was one of
the founding shareholders of Hellers Limited, New Zealand’s largest bacon, ham and small goods
company. Nick is a shareholder and Director of several private companies. He is a past Chair of
Enterprise North Canterbury Trust and is currently Deputy Chair of the Canterbury Hockey
Association. Nick is Chair of Scales’ Health & Safety and Sustainability Committee and is a member
of Scales’ Audit and Risk Management Committee.


Attendance and voting

Your rights to vote may be exercised by:

a) Attending the meeting and voting online; or

b) Postal voting: The Board has determined that postal voting is permitted. Postal voting instructions
are included in the Proxy/Voting Form which accompanies this Notice of Annual Meeting. You can
cast a postal vote online, or complete and send the Proxy/Voting Form by post or fax so that your
vote is received by the share registrar no later than 3.30pm on Sunday 7 June 2020.

The Chief Financial Officer, Steve Kennelly, 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 Scales. 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 Proxy/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 3.30 pm on Sunday 7 June 2020.

d) Online voting: Lodge your postal vote or proxy online at www.investorvote.co.nz

Eligibility to vote
Any shareholder whose name is recorded in the Scales Corporation Limited share register at 3.30pm on
Friday 5 June 2020 is entitled to vote, either by attending the Annual Meeting and voting online, or by
postal or proxy voting (subject to the time limits for returning Proxy/Voting forms).

Ordinary resolutions of shareholders
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.

Questions in advance of the meeting
To assist the Board to provide answers to questions from shareholders, Scales is offering a facility for
shareholders to submit questions in advance of the Annual Meeting. 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 Scales. Individual responses to questions will not be provided, but
the Chair will, at the Annual Meeting, endeavour to address commonly raised questions. Questions can be
submitted in writing with Proxy/Voting forms. Alternatively, you can email your questions to:
info@scalescorporation.co.nz.

Virtual Meeting
In light of New Zealand Government restrictions and recommendations designed to limit the spread of
COVID-19, particularly limiting large gatherings of people, Scales has made the decision to hold its first
virtual Annual Meeting. All shareholders will have the opportunity to attend and participate in the 2020
Annual Meeting online via an internet connection (using a computer, laptop, tablet or smartphone).

Virtual meetings will be accessible on both desktop and mobile devices. In order to participate remotely
you will need to either:
• Download Lumi AGM from the App Store 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 version of Chrome, Safari, Internet Explorer, Edge or Firefox.
• If you have any questions, or need assistance with the online process, please contact
Computershare on +64 9 488 8777 between 8.30am and 5.00pm Monday to Friday.

Audio will stream through the selected device, so shareholders will need to ensure that they have the
volume control on their headphones or device turned up.

Shareholders will be able to view the presentations, vote on the resolutions to be put to shareholders and
ask questions, by using their own computers or mobile devices. Shareholders will still be able to appoint a
proxy to vote for them or send a postal vote, as they otherwise would, by following the instructions on the
proxy form and this Notice of Annual Meeting.

Details of how to participate ‘virtually’ are provided in the accompanying Virtual Meeting Guide, including
instructions for accessing the virtual meeting. Shareholders are encouraged to review this guide and
download the app prior to the Annual Meeting.

Shareholders will require the meeting ID – which is 329-551-492 – as well as their CSN/Securityholder
Number, which can be found on their Proxy/Voting form, for verification purposes.

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>Download Lumi AGM from the App Store or Google Play Stor es for free—sear ch for Lumi AGM; or
>Visit web.lumiagm.com on your desk top or mobile device. Ensure that your browser is compatible—Lumi AGM supports the latest
ver sions of Chrome, Saf ari, Internet Explorer , Edge and Firefox.
VIRTUAL ANNUAL MEETING GUIDE 2020
GETTING STARTED
Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to either:
>us ername (CSN or Holder number);
>pas swor d (postcode, or country
code for over seas residents)
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
329-551-492
Shareholders are encouraged to download the app prior to the Annual Meeting.
LOGGING IN
To log in, you must have the following information (which can be found on your Shareholder’s Voting and Proxy Form) or you can login
as a guest if you are not a shareholder in Scales Corporation; however, you will not be able to ask any questions or vote.
>If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777
between 8.30am-5.00pm Monday to Friday.

VIEWING COMPANY DOCUMENTS
Links to the Notice of Meeting, Vir tual
Meeting Guide and Annual Report are
pr esent on the info scr een.
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
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 and push
the ► button to start the webcast.
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 3.15PM NZT on
Tuesday 9 June 2020
329-551-492