Notice of Annual Meeting

Private Bag 3016
Hamilton 3240
New Zealand


Market announcement
1 September 2020

Notice of Annual Meeting

0800 651 156
www.lic.co.nz
Livestock Improvement Corporation Limited (NZX: LIC) (LIC) will hold its Annual Meeting virtually
on Thursday 15 October 2020 at 10.30am.

Shareholders are encouraged to vote electronically (via LIC’s website at
www.lic.co.nz/annualmeeting), by post or by appointing a proxy. Please remember voting (cast in
advance electronically or by post) closes at 10.30am on Tuesday 13 October. Shareholders
attending the virtual Annual Meeting will be able cast a vote in real time at the meeting if they have
not already voted by 10.30am Tuesday 13 October.

The details for the Annual Meeting on Thursday 15 October are:

10.30am meeting start
12:30pm meeting close

The business to be conducted at this Annual Meeting consists of two parts: the usual business
conducted at each annual meeting (or “Business as Usual” matters), and proposed changes to
LIC’s Constitution and its governance and representation structure.

The proposed changes to the Constitution and LIC’s governance and representation cover the
following:

(a) Changes to update and streamline the governance of LIC and the representation of
shareholders and implement miscellaneous changes to the Constitution (the “General
Changes”); and

(b) Changes to allow LIC to appoint a “market maker” to facilitate trading in LIC shares.

LIC Board Chair, Murray King, and Chair of the LIC Shareholder Council, Mark Meyer, will be
hosting a shareholder call on the 23rd of September at 1.00pm to discuss these proposed changes
and answer any questions you may have. Details for joining the call will be announced on the LIC
website www.lic.co.nz/annualmeeting and emailed to shareholders shortly.

Under the Business as Usual matters at the Annual Meeting, LIC Board Chair Murray King and
Chief Executive Wayne McNee will present the farmer-owned co-operative’s financial results for
the year to 31 May 2020, the drivers behind this year’s strong result and the outlook for the year
ahead.

In light of the restrictions imposed on New Zealand to date under various alert levels as a result of
COVID-19, and the ongoing risk that the alert level may be raised in future, the meeting will be a
fully virtual meeting.

The Annual Meeting is being held online so that shareholders can attend and participate virtually
from anywhere in the country through the LIC website (www.lic.co.nz/annualmeeting).

The matters to be considered at the meeting are set out in the Notice of Meeting, which will be
posted to shareholders together with information on how to vote. The Notice of Meeting and
accompanying letter to shareholders from the Chairs of the LIC Board and Shareholder Council
can be found on the LIC website at www.lic.co.nz/annualmeeting.

ENDS

Shareholder enquiries – contact the Share Registry Team, 0800 542 742
Media enquiries – contact Jo Jalfon Communications Manager, 027 2971904


About LIC: LIC is a farmer-owned co-operative that provides a range of services and solutions to improve
the productivity and prosperity of farmers. This includes dairy genetics, information technology, herd
testing, DNA parentage verification and farm advisory services through FarmWise. Subsidiary business LIC
Automation also provides integrated automation systems and unique milk testing sensors that present real-
time data while a cow is being milked. With origins dating back to 1909, LIC has a long history of world-
leading innovations for the dairy industry. Today the New Zealand-based co-operative employs more than
800 permanent staff, swelling to 2000 during the peak dairy mating season. LIC also has offices in the
United Kingdom, Ireland and Australia. All LIC profit is returned to its farmer owners/shareholders in
dividends, or reinvested for new solutions, research and development. www.lic.co.nz

LIC is the trading name of Livestock Improvement Corporation Limited

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NOTICE OF 2020
ANNUAL MEETING
15 October 2020
Online at www.lic.co.nz/annualmeeting
LIVESTOCK IMPROVEMENT CORPORATION LIMITED

LIC - NOTICE OF 2020 ANNUAL MEETING
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15 October 2020 – Online at www.lic.co.nz/annualmeeting
Contents
Introduction ............................................................................ 4
Notice of Meeting ................................................................... 5
Resolutions 5
Explanatory Notes 7
NZX Waivers, Rulings and Non-Standard Designation 13
Eligibility to Vote and Required Approvals 13
How to Cast a Vote 15
Disclosures of financial assistance as required
under the Companies Act 1993 ............................................. 17
Glossary .................................................................................. 19
Schedule 1
Summary of the Changes to the Constitution ................ 20
Schedule 2
Transitional Arrangements - Key Events Timeline .......... 25
Directory .................................................................................. 27
Compliance with NZX Listing Rules
This Notice of Meeting complies with all requirements of the relevant NZX Listing Rules. However, NZX accepts no responsibility
for any statement within this document.
Defined terms
Unless otherwise indicated, capitalised terms used in this document have the specific meaning given to them in the Glossary
on page 19 of this document.
Enquiries
If you have any questions about the number of Shares you hold in LIC, or how to vote or complete the Voting Form,
please contact the Election Helpline on 0800 666 049.

LIC - NOTICE OF 2020 ANNUAL MEETING
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The business to be conducted at this Annual Meeting
consists of two parts: the usual business conducted at
each annual meeting (or “Business as Usual” matters),
and the proposed changes to the Constitution and
Governance  Structure.
The “Business as Usual” matters are set out in Part A of
the Notice of Annual Meeting and comprise the
following matters:
(a) Presentation of annual financial statements and
associated reports;
(b) Presentation of LIC Shareholder Council’s annual report;
(c) Presentation of Honoraria Committee’s
recommendation on remuneration;
(d) Appointment of external auditor;
(e) Approval of Shareholder Council’s / Shareholder
Reference Group’s budget; and
(f) Ratification of the appointment of Sophie Haslem as an
Appointed Director.
Part B of the meeting will deal with proposed changes to
the Constitution and LIC’s governance and representation
structure. These changes are presented in two parts:
(a) Changes to update and streamline LIC’s governance
(the “Proposed Governance Changes”) and implement
miscellaneous changes to the Constitution (the “General
Changes”); and
(b) Changes to allow LIC to appoint a Market Maker to
facilitate trading in LIC shares.
The above matters are presented in the Notice of Annual
Meeting, with further details provided in the following
Explanatory Notes.
Introduction

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15 October 2020 – Online at www.lic.co.nz/annualmeeting
Part A: Business as Usual Matters
Item 1: To receive and consider the Company’s Financial
Statements for the year ending 31 May 2020 and the
associated Directors’ and auditor’s reports, all as set out in
the Annual Report, available on LIC’s website
(www.lic.co.nz/shareholders/annual-reports) or on request,
phone (07) 856 0700.
Item 2: To receive and consider the LIC Shareholder
Council’s report as presented at the meeting and which will
be available on LIC’s website following the meeting
(www.lic.co.nz/annualmeeting).
Item 3: To receive and consider the LIC Shareholder Honoraria
Committee’s recommendation to maintain the current level
of Directors’ and Shareholder Councillors’ remuneration.
Item 4: Resolution 1: To reappoint KPMG as external auditor
To consider, and if thought fit, to resolve by way of ordinary
resolution to:
“Reappoint the chartered accountancy partnership KPMG
as the auditor until the conclusion of the Company’s next
Annual Meeting, and that the Directors be authorised to fix
its remuneration.”
Item 5: Resolution 2: To approve the LIC Shareholder
Council’s / Shareholder Reference Group’s budget
To consider, and if thought fit, to resolve by way of ordinary
resolution to:
“Approve the budget for the LIC Shareholder Council /
Shareholder Reference Group for the year ending 31 May
2021, as outlined in the Explanatory Note in the Notice of
Annual Meeting.”
Item 6: Resolution 3: To ratify the reappointment of Sophie
Haslem as an Appointed Director
To consider, and if thought fit, to resolve by way of ordinary
resolution to:
“Ratify the reappointment of Sophie Haslem as an
Appointed Director for a term of approximately three years
expiring at the conclusion of the third annual meeting
following this Annual Meeting.”
Part B: Changes to LIC’s Constitution and
Governance Structure
Item 7: Resolution 4: To amend the areas relating to
governance arrangements
To consider, and if thought fit, to resolve by way of ordinary
resolution:
“To approve:
a) for the purposes of clause 21.4 of the Constitution, a
reduction in the number of Wards from 21 to four with
effect from 1 January 2021;
b) for the purposes of clause 22.5 of the Constitution, a
reduction in the number of Regions from four to two; and
c) the re-designation of Gray Baldwin, Ken Hames, Alison
Watters and Ben Dickie as the Elected Directors of the
North Island, and Murray King and Matt Ross as Elected
Directors of the South Island, subject to the Transitional
Arrangements described in the Explanatory Notes to
Resolution 5,
each in accordance with the Revised Ward Description and
Revised Region Description respectively, and subject to the
passing of Resolution 5.”
Notice of Annual Meeting
Notice is given that the Annual Meeting of the Shareholders of Livestock Improvement Corporation Limited will be held
virtually at www.lic.co.nz/annualmeeting on Thursday 15 October 2020 commencing at 10.30 am.

LIC - NOTICE OF 2020 ANNUAL MEETING
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Item 8: Resolution 5: To amend LIC’s Constitution to reflect
the Proposed Governance Changes and General Changes
To consider, and if thought fit, to resolve by way of special
resolution:
“To approve:
a) the amendment of the Constitution to reflect the
Proposed Governance Changes and the General
Changes; and
b) the proposed changes to existing Elected Directors’
and Councillors’ terms of tenure made with a view to
implementing the Proposed Governance Changes and
as set out in the Transitional Arrangements,
subject to the passing of Resolution 4.”
Note: A summary of these changes to the Constitution is attached
at Schedule 1 and a mark-up of the Constitution showing these
changes is available at www.lic.co.nz/annualmeeting.
Item 9: Resolution 6: To amend LIC’s Constitution to
implement the Market Maker Changes
To consider, and if thought fit, to resolve by way of special
resolution:
“To approve, subject to the approval by the Minister of
Agriculture, the amendment to the Constitution to reflect the
Market Maker Changes.”
Note: A summary of these changes to the Constitution is attached
at Schedule 1 and a mark-up of the Constitution showing these
changes is available at www.lic.co.nz/annualmeeting.
Item 10: General business.
Closure: 12.30 pm.
Procedural notes
(a)
Explanatory Notes relating to the resolutions above are
set out in the following pages.
(b) Resolutions 1 to 4 need to be passed by ordinary
resolutions, i.e. by a simple majority of the votes of
those Shareholders entitled to vote and voting on the
relevant resolution.
(c) Resolutions 5 and 6 need to be passed by special
resolution, i.e. by a 75% majority of the votes of those
Shareholders entitled to vote and voting on the resolution.
(d) In accordance with the Constitution, no person may
exercise, or control the exercise of, more than 1% of the
maximum number of votes that may be exercised at a
meeting of LIC.
(e) For each resolution, the votes counted include valid
postal votes, electronic votes and the votes of proxies
and representatives.
(f) All resolutions will be determined on the basis of a poll
and in accordance with NZX Listing Rule 6.1.1.

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15 October 2020 – Online at www.lic.co.nz/annualmeeting
Item 3: To receive and consider the LIC Shareholder
Honoraria Committee’s recommendation to maintain
the current level of Directors’ and Shareholder
Councillors’ remuneration.
Honoraria Committee
In accordance with clause 24.2 of the Constitution, the
Honoraria Committee is made up of up to four independent
farmer Shareholders who are elected by Shareholders.
The role of the Committee is to consider and recommend
the form and amount of the remuneration of Directors and
Shareholder Councillors. Committee members are Ian Brown
(Chair), Paul Todd, Scott Montgomerie and Shirley Trumper.
This year, the Committee met formally on two occasions to
review current remuneration levels.
The Honoraria Committee wishes to convey to shareholders
that it is evident that the role and business of LIC differs
from that of other companies; there is no doubt that LIC
is a unique co-operative and operating in a significantly
disrupted global economy. The speed of technology
change, mergers and acquisitions and the international
markets all bring risk and complexity to the business. Health
and safety, Listing Rules and financial markets legislation
also have a big impact on the business and responsibilities
of an LIC Director.
COVID-19
Subsequent to the meetings held by the Honoraria
Committee to determine this year’s recommendation, LIC,
its staff and their families have been impacted to varying
degrees by the global pandemic caused by COVID-19.
The Honoraria Committee, following consultation with
the LIC Board and Shareholder Council Chairs, thinks it is
appropriate to recognise the existing and ongoing effects of
COVID-19 on the company, its staff and shareholders as well
as the wider economy and has concluded that the increases
in honoraria that the Honoraria Committee was intending to
recommend to shareholders this year should not proceed,
and instead it is recommending no changes be made this year.
Director Honoraria
It is imperative that LIC maintains a high calibre of Directors
on its Board. Elected Directors bring a strong understanding
of the co-operative as well as the New Zealand market.
Appointed Directors bring to the Board a balance of skills
and experience relating to international markets, mergers
and acquisitions, health and safety, technology, finance and
risk, and often have exposure to other complex businesses.
The Committee acknowledges that last year saw an
increase of 4.85% for Directors and the remuneration of the
Chair maintained. Prior to that, the previous two years
have seen the Honoraria for the LIC Board increase slightly
each year to maintain relative remuneration parity with
similar organisations.
In normal circumstances, the Committee would have
recommended an overall increase to the base honoraria of
the Directors and the Chair this year but it instead recommends
retaining the existing total remuneration at $669,600.
Shareholder Councillor Honoraria
The role of the LIC Shareholder Council differs to that of the
Board in that it is a body whose role is to represent the collective
views and interests of LIC’s 10,000 or so Shareholders.
There are very few organisations which have a body similar
to the Council given its unique role. As such, the Honoraria
Committee has very few organisations which it can use for
direct comparison when it comes to Councillors’ honoraria.
The Committee acknowledges that the Shareholder Council
workload had increased over the past year, due to its
involvement in ongoing projects. Given the complexity of
the LIC business, the Honoraria Committee had intended to
recommend an adjustment to ensure fair recognition of the
time off farm, and the personal commitment of Councillors.
Shareholder Councillors and the Deputy Chair have not
seen an increase in their remuneration since 2013. The Chair
received small increases in 2017 and 2018. The Honoraria
Committee further acknowledges the increased workload of
the Chair on behalf of Shareholders.
In normal circumstances, the Honoraria Committee
would be recommending an increase to the current level
of Shareholder Councillors’ remuneration but it instead
recommends retaining the existing remuneration at $134,000
and to maintain the daily allowance of $320.
Explanatory Notes - Part A

LIC - NOTICE OF 2020 ANNUAL MEETING
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LIC Shareholder Council
Current
Chair$30,000
Deputy Chair$9,000
Each of the 19 other Councillors$5,000
Total for LIC Shareholder Council
(as a whole)
$134,000
Daily Allowance$320
LIC Board
Current
Chair$123,600
Each of the other nine Directors $54,000
Maximum pool available for
additional duties and skills *
$60,000
Total for LIC Board (as a whole)$669,600
The current remuneration of LIC Directors and Councillors is as follows:
*maximum pool available to the LIC Board to compensate Directors
for additional attendances and/or special skills, including for roles as
Committee Chairs.
** The budget in this column will apply if the Proposed Governance Changes are not approved at this Annual Meeting.
*** If the Proposed Governance Changes are approved at this Annual Meeting, the budget set out in this column will apply. This budget is a combination
of the budget for the Council up to and including 31 December 2020 and the budget for the Shareholder Reference Group from 1 January 2021 to 31 May 2021.
Item 4 - Resolution 1: To reappoint KPMG as external auditor
The Board recommends to Shareholders that KPMG be reappointed as the external Auditor for the current year.
Item 5 - Resolution 2: To approve the LIC Shareholder Council’s / Shareholder Reference Group’s budget
In accordance with clause 21.1 of the Constitution, Shareholders are required to approve the LIC Shareholder Council’s budget
each year. The Council has reported as follows:
In the unlikely event that LIC Shareholders do not approve resolution 2, LIC would look to suspend the Council/SRG until such
time as a budget is approved. LIC notes the Council budget presented does not materially deviate from previous Council
budgets approved by Shareholders and the budget for the Council/SRG is lower than the previous Council budget, which
reflects the amended size, role and function of the SRG (if the Proposed Governance Changes are approved).
Expenditure2019 - 20202020 - 2021
BudgetActualBudget (Council)**Budget (Council/SRG)***
Honoraria$142,000$136,146$142,000 $118,250
Training costs$21,500$5,133$21,500 $16,708
Meeting related expenses$75,200$39,262$76,800 $65,117
Administration$4,320$9,752$4,320 $3,695
Total$243,020$190,293$244,620$203,770

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15 October 2020 – Online at www.lic.co.nz/annualmeeting
Review of 2019/2020 Expenses vs Budget
The Council’s approved budget for 2019/2020 was $243,020,
of which $190,293 was spent. The 2019/2020 budget
included an allowance for Shareholder Council training and
for one Councillor to complete the Kellogg Rural Leadership
Programme. The allowance for a “Study Tour” was also
incorporated into the budget but due to COVID-19 this did
not occur.
The base Councillor honoraria was unchanged but there
remained a provision for Councillors to claim a daily
allowance if attending additional meetings on behalf of
the Company. Administration and meeting related costs
continue to be kept to a minimum.
2020 / 2021 Season – Budget
Shareholder Council – if the Proposed Governance Changes
are not approved
A small increase in the travel and meeting costs has been
included to allow for the increase in travel, accommodation
and catering costs. Training costs have remained the same
for this financial year to enable the Shareholder Council to
incorporate some external training with their meetings. The
training costs also allow for one Councillor to attend the
Kellogg Rural Leadership Programme. The allowance for a
“Study Tour” is also incorporated into the budget, with the
intention that the Shareholder Council utilises it in early 2021.
Shareholder Council / Shareholder Reference Group – if the
Proposed Governance Changes are approved
The budget to be approved for 2020/2021 season would
be no more than $203,770 and reflects the impact of the
mid-season change in the size, role and functions of the
Shareholder Council. Reduced allowance has been made
for travel, accommodation and catering and training costs,
which will still allow the Shareholder Reference Group to
incorporate some external training as the Shareholder
Reference Group Members transition to their new roles.
Item 6 - Resolution 3: To ratify the reappointment of
Sophie Haslem as an Appointed Director
Sophie joined LIC’s Board initially in
December 2018 and her appointment
as an Appointed Director (and an
Independent Director for the purposes
of the NZX Listing Rules) was ratified at
the 2019 annual meeting until this 2020
Annual Meeting.
Sophie brings over 20 years of broad commercial experience
working across large established corporates and early
stage growth companies, and over a decade of governance
experience including multiple audit and risk chair roles. She is
a current director of Rangatira Limited, CentrePort Limited,
Meteorological Service of NZ Limited, Kordia Group Limited,
Oyster Property Group Limited and The Akina Foundation.
Sophie is a Chartered Member of the New Zealand Institute
of Directors.
The Board would like to ratify her appointment for
approximately three years (until the third annual meeting
from the date of this Annual Meeting) and continues to
consider her to be an Independent Director for the purposes
of the NZX Listing Rules.
Part B
Item 7 - Resolution 4: To amend the areas relating to
governance arrangements
As part of the Proposed Governance Changes, LIC proposes
that Shareholders confirm and approve a reduction in the
number of Wards and Regions. The proposed changes are
subject to Resolution 5 (which relates to governance-related
changes to the Constitution) also being passed.
Regions
LIC proposes to change the existing four Elected Director
regions (Northern, Central, Midland and Southern) into two
Regions (North Island and South Island), each appointing
three Elected Directors.
To effect the relevant changes, the Northern, Midland and
Central regions will be consolidated to become the North
Island region, and the Southern region will be renamed the
South Island region. To allow the Board to transition to three
representatives from each Region, one of the North Island
seats will be disestablished at the 2022 annual meeting and
a new South Island seat will be established at the same time,
as described in the Board Transitional Arrangements section
under the Explanatory Notes to Resolution 5.
If these changes are adopted, each shareholder
(irrespective of the Region) will be entitled to vote for more
directors than is currently the case, as they will each be able
to vote for three regional Elected Directors.
Wards
LIC proposes to reduce the existing 21 Wards to four and
to rename these as Territories because the Board and
the Shareholder Council believes this better aligns with
LIC’s operational activities and approach to enhanced
shareholder engagement.
Reflecting the changes proposed to the Constitution
(presented in Resolution 5), each Territory will be represented
by up to two SRG Members. A further four members of the SRG
may be appointed by the Shareholder Reference Group itself.
If approved, the changes to the Wards will take effect on
1 January 2021. For details of transition to the amended SRG
model, see the Council Transitional Arrangements in the
Explanatory Notes to Resolution 5.

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Changes made in relation to the representational areas
are set out in Clause 21 and Schedule 5 of the proposed
Constitution. Incidental changes to other clauses and the
definitions are found throughout the Constitution accordingly.
A map of the revised Territories (previously, Wards) is also set
out in Part B of Schedule 1.
Item 8 - Resolution 5: To amend LIC’s Constitution to reflect
the Proposed Governance Changes and General Changes
Proposed Governance Changes
The Board and Shareholder Council have undertaken
a comprehensive review of the governance structure to
develop the changes now proposed. These changes are
intended to ensure that the new governance structure
reflects LIC as a modern, progressive co-operative in how it
engages with, and represents, current and future shareholders,
so the co-operative can best serve the shareholders.
The Board and Shareholder Council agree that the Proposed
Governance Changes will deliver a more efficient, effective
structure, and will enhance engagement between LIC and
its shareholders.
Changes to Board Composition and Terms
LIC’s Proposed Governance Changes are intended to
streamline the timing of elections and balance the number
of Elected Directors between the North and South Islands.
The key changes to the Board are as follows:
1) There will be up to six Elected Directors and up to four
Appointed Directors (as opposed to existing seven
Elected Directors and three Appointed Directors) – this
change will allow for an extra Appointed Director to
provide special expertise if required; and
2) Director terms – all Directors will be elected (or ratified,
in the case of Appointed Directors) at annual meetings
of shareholders for terms of about three years (following
the one-off Board Transitional Arrangements detailed
below). The shorter term for directors will bring LIC in line
with the rotation requirements under NZX Listing Rules
and improve the robustness of its corporate governance
approach. The changes will also reduce administration
given, at present, in some years director election takes
place in June and ratification of Appointed Directors
occurs at the Company’s annual meeting in October.
Changes relating to the Board are set out in clause 22 and
Schedule 3 of the Constitution. Incidental changes relating
to these changes are found throughout the proposed
Constitution, including in the definitions section. Further
details about the proposed changes to the Constitution are
set out in Schedule 1.
A summary of the key events in context with the other
changes if the Proposed Governance Changes are approved
is set out in Schedule 2.
Board Transitional Arrangements
To help transition the Board to the new structure and election
cycle without undue disruption and to provide staggered
elections going forward, LIC will follow the following transitional
steps (together, Board Transitional Arrangements):
1) David Jensen (existing Midland Region Elected Director)
will step down with effect from the date of this Annual
Meeting (if the Proposed Governance Changes are
approved). This will reduce the total number of Elected
Directors from seven to six.
2) Gray Baldwin, Ken Hames, Alison Watters and Ben
Dickie will be re-designated as the Elected Directors of
the North Island, and Murray King and Matt Ross will be
re-designated as Elected Directors of the South Island.
3) The existing terms of tenure of the Elected Directors
will be extended by approximately five months (with the
exception of Gray Baldwin, whose term will be shortened
by approximately 20 months to expire in October 2022).
This will help align the expiry of existing Elected Directors’
terms with the new annual meeting election dates.
4) In the next round of elections, one of the South Island
directors (elected at the 2021 annual meeting) and one
of the North Island directors (elected at the 2022 annual
meeting) will be elected for a two-year term (instead
of a three-year term). This will be done on a one-off
basis to help ensure that, going forward, LIC will have
one North Island seat and one South Island seat up for
election each year.
5) In October 2022, one of the North Island seats will be
disestablished. At the same time, a new South Island
seat will be established. This will effect the transition to
three Elected Directors from each Region.
To illustrate the transition, the next election details are set
out as follows.

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15 October 2020 – Online at www.lic.co.nz/annualmeeting
The Board Transitional Arrangements will complete in
October 2023, from which point all Elected Directors’ terms
will comply with the amended Constitution.
LIC has sought and obtained a waiver from Listing Rule 2.7.1
to permit the existing Elected Directors (other than Gray
Baldwin, whose term will be shortened) to serve a longer
term than currently permitted under LIC’s current NZX
Listing Rules waiver granted on 1 July 2019. This new waiver
is on a one-off basis to help streamline the transitional
arrangements for the Elected Directors and permit their
terms to be extended by approximately five months.
Without the waiver, the tenure of the two existing South
Island directors would expire in June 2021. If the Proposed
Governance Changes are adopted, with the change to the
timing of elections from June to October, it would mean that
the South Island director election would have to be held at
the 2020 Annual Meeting (at the same time as the Proposed
Governance Changes are being voted on).
Delaying the elections for the two South Island directors
until the 2021 annual meeting would in turn mean that
the following director election rounds will be delayed to
ensure a staggered rotation schedule going forward for all
Elected Directors.
Changes to Shareholder Representation
From January 2021, LIC proposes to rename the
Shareholder Council the “Shareholder Reference Group”
(SRG) reflecting a refocussing of its role. The SRG will continue
to be an independent body of Shareholders, which will
work collaboratively with the Board and LIC management
to promote the interests of Shareholders and assist the
Company to deliver on its purpose and vision. LIC is a very
different co-operative from what it was twenty years ago. The
way Shareholders farm and use LIC’s products and services is
also very different now.
The SRG will remain a conduit for engagement with LIC
Shareholders on matters relating to the Company. The
SRG will work with both the Board and management. It will
provide the Board with open, honest and constructive views
from shareholders on major shareholder issues, and engage
with management on operational performance and quality,
product development, service delivery, and enhancements
that need to be made.
Each Territory (previously Ward) will be represented by up to
two elected SRG Members. The SRG will be governed by the
SRG by-laws set out in the amended Constitution.
SRG Members will hold office for a period of three years, and
their terms will align with the Company’s annual meetings for
ease of transition and election. Up to four members of the
SRG may be directly appointed by the SRG to help support
diversity and a broad range of skills on the SRG.
Changes relating to the SRG are set out in clause 21
and Schedule 4 of the proposed Constitution. Incidental
changes, such as updated references to the SRG or SRG
Members (from the Council or the Councillors) are made
throughout the proposed Constitution where applicable.
Further details relating to the changes to shareholder
representation under Proposed Governance Changes can
be found at Schedule 1.
New RegionNext Election DateFollowing Election Date
South IslandAnnual meeting 2021Annual meeting 2023 (following a two-year term)****
South IslandAnnual meeting 2021Annual meeting 2024
South Island
(new seat)
Annual meeting 2022Annual meeting 2025
North Island (to be
disestablished)
N/A (Seat disestablished at
the annual meeting 2022)
N /A
North IslandAnnual meeting 2022Annual meeting 2024 (following a two-year term)****
North IslandAnnual meeting 2022Annual meeting 2025
North IslandAnnual meeting 2023Annual meeting 2026
North Island
South Island
**** In relation to the annual meetings in 2021 and 2022 only, two candidates will be elected in respect of the same region at the same annual meeting
but will be appointed for different terms. One of the candidates will be elected for a shorter two-year term, while the other candidate will be elected for a
standard three-year term. The Board will determine who of the successful candidates will be appointed for which term based on the Board’s needs at the
relevant time.

LIC - NOTICE OF 2020 ANNUAL MEETING
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Council Transitional Arrangements
The Council will transition to the SRG with effect from 1
January 2021. To effect the transition, the Council will
undertake the following changes (together, Council
Transitional Arrangements):
1) The following Councillors will step down with effect from
31 December 2020: Mark Meyer (Ward 2), Dennis Barclay
(Ward 3), Brian Pirie (Ward 4), Wynn Brown (Ward 7),
Jeanette Quin (Ward 8), David Beuth (Ward 9), Gerard
van Beek (Ward 10) and Gordon Glentworth (Ward 13).
This will reduce the total number of representatives
to 12. All resigning Councillors will be eligible for re-
election or re-appointment in the future, subject to them
continuing to meet the applicable qualification criteria.
2) To implement the amended representation structure,
with effect from 1 January 2021:
(i) Lyna Beehre and Mark Benns will be re-designated
as Upper North Island elected SRG Members;
(ii) Mark Hooper and Richard Ridd will be re-designated
as Lower North Island elected SRG Members;
(iii) Nathan Keoghan and Phil Lowe will be re-designated
as Upper South Island elected SRG Members;
(iv) Bruce Murphy and Mark Shore will be re-designated
as Lower South Island elected SRG Members; and
(v) David Hands, John Dowdle, Christine Macbeth and
Wayne Reynolds will be re-designated as appointed
SRG Members.
This will ensure each Territory is represented by two elected
SRG Members and there are four appointed SRG Members.
3) With effect from 1 January 2021, the existing terms of
tenure of the Councillors will be amended to help align the
expiry of existing Councillors’ terms with the new annual
meeting election and appointment dates (as set out in
the table below). Following the expiry of the amended
current terms, the terms will transition to approximately
three years as per the amended Constitution.
4) The Constitution changes relating to the SRG and the
transition of the Shareholder Council to the SRG will take
effect on 1 January 2021.
Paragraphs 1 and 2 above assume none of the Councillors
named above resign or step down prior to 1 January 2021.
To illustrate the transition, the SRG election and appointment
details are set out below.
The Board Transitional Arrangements described above together with the Council Transitional Arrangements are referred to in
this document as Transitional Arrangements.
A summary of the key events in context with the other changes if the Proposed Governance Changes are approved is set out in
Schedule 2.
Number of SRG
Members
New TerritoryNext Election DateFollowing Election Date
Two membersUpper North IslandAnnual meeting 2022Annual meeting 2025
Two membersLower North IslandAnnual meeting 2023Annual meeting 2026
Two membersUpper South IslandAnnual meeting 2022Annual meeting 2025
Two membersLower South IslandAnnual meeting 2023Annual meeting 2026
One memberN /AAnnual meeting 2021Annual meeting 2024
One memberN /AAnnual meeting 2021Annual meeting 2024
One memberN /AAnnual meeting 2022Annual meeting 2025
One memberN /AAnnual meeting 2023Annual meeting 2026
Appointed
Members
Elected
Members

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General Changes to the LIC Constitution
In addition to the Proposed Governance Changes, LIC has
identified a number of general changes it wishes to make to the
Constitution. These changes primarily relate to the following:
• Changes intended to reduce the administrative burden
on LIC in certain circumstances – these changes relate
to the process around allocation of LIC debtor codes (to
be renamed “participant codes”), permit notices to be
served by electronic means and meetings to be held by a
combination of in person and electronic means, and allow
vacancies on the Honoraria Committee to be filled on a
casual basis.
• Updates to reflect changes to the NZX Listing Rules
and LIC capital’s structure over the years, as well as
other non-material changes, including consolidation of
definitions, removal of outdated references and updates
to legislative references.
Please see Schedule 1 for more details about the General
Changes proposed.
If either Resolution 4 or 5 is not approved, then LIC’s existing
governance structure will continue unchanged and no
General Changes will be made.
Item 9 - Resolution 6: To amend LIC’s Constitution to
implement the Market Maker Changes
LIC recognises that due to the restrictions on who may
hold LIC’s shares, its stock is more illiquid than other listed
companies. LIC’s shares can take a significant time to
sell and the trading of small parcels of shares can move
the market price markedly. On rare occasions, LIC shares
have a significant spread between the quoted buy and sell
prices, although this has narrowed since the introduction of
ordinary shares in 2018.
LIC proposes to introduce the option to be able to appoint
one or more firms to act as a market maker (Market Maker).
A Market Maker is a financial services provider that stands
ready to buy and sell shares on a regular and continuous
basis at a publicly quoted price. The role of the Market
Maker is solely to provide additional liquidity in LIC shares for
those approved to buy and sell shares without the need to
wait for investors. The aim of the Market Maker is to create
price stability and additional liquidity through consistent
two-way quotes in LIC shares on the NZX. It is also likely to
reduce the time for trades, especially small parcels, to be
matched and executed as the Market Maker will be able to
fulfil trading requests (as required under LIC’s Constitution
or otherwise) when there are no other parties that are able
to trade.
As the Constitution restricts who may hold shares, an
amendment to the Constitution is required to permit a
Market Maker appointment. The proposed provisions are set
out in clauses 3.2(c)(vi) and 8.5 of the proposed Constitution.
The proposed changes allow a Market Maker to be
appointed and to hold shares for the purposes of increasing
the liquidity of LIC shares. A Market Maker would only be able
to trade LIC shares with persons who are permitted to hold
LIC shares under the Constitution. A Market Maker will not be
permitted to exercise any voting rights on any shares that it
holds. LIC will pay the Market Maker a service fee, currently
estimated to be between $20,000 and $30,000 per annum.
The exact amount of the fees will be agreed in the written
arrangement between LIC and the Market Maker. Pursuant
to the Dairy Industry Restructuring Act 2001, the Minister
of Agriculture must also approve the proposed changes in
addition to the changes receiving the requisite shareholder
support as it permits the Market Maker to hold shares in LIC.
If Resolution 6 is not passed and/or is not approved by the
Minister of Agriculture, then no changes will be inserted into
LIC’s Constitution to permit a Market Maker to be appointed.
NZX Waivers, Rulings
and Non-Standard
Designation
LIC was granted waivers and rulings as part of its migration
to the NZX Main Board on 1 July 2019 (the 2019 Waiver).
These modify the requirements as set out under NZX Listing
Rules to the extent that the Constitution may be read in
place of some of the NZX Listing Rules. LIC’s co-operative
nature means some NZX Listing Rules are not directly
applicable to the company and LIC had sought waivers and
rulings at the time of the migration to ensure that it can remain
in compliance with the NZX Listing Rules (as amended).
Changes to waivers granted by NZX
In connection with the Proposed Governance Changes, LIC
has sought and been granted a new waiver to NZX Listing
Rule 2.7.1 to allow the existing Elected Directors’ terms of
tenure to be amended as described in the Board Transitional
Arrangements. This waiver will operate in respect of an
Elected Director’s appointment until the next re-election
date for the existing Elected Director as stated in the Board
Transitional Arrangements, following which the rotation of
the Elected Director will comply with the NZX Listing Rules
and this waiver will be no longer required. This waiver is
subject to Resolution 5 being passed.
Waivers and rulings granted in 1 July 2019 decision
Subject to the Proposed Governance Changes being
approved, LIC is also seeking to amend to the 2019 Waiver
decision because LIC will no longer be reliant on all of the
waivers and rulings granted in that decision.

LIC - NOTICE OF 2020 ANNUAL MEETING
14
These changes are as follows:
• Waiver from Rule 2.3.1 and 2.7.1: A waiver was granted
to allow Appointed Directors to be appointed, to have
their appointment ratified and to retire, in accordance
with Schedule 3 of the Constitution. If the Proposed
Governance Changes are approved, the changes made
to the appointment of Appointed Directors under the
Constitution will be compliant with the two Rules and this
waiver will be no longer required.
• Waivers from Rule 2.7.1: Two waivers were previously
granted in relation to this Rule to permit:
– Elected Directors appointed on a casual basis to stand
for re-election after their appointment on or around 1
June (reflecting the current director election cycle), as
set out in the Constitution; and
– Elected Directors to retire by rotation every four years
following appointment from on or around 1 June of the
year they were appointed, as set out in the Constitution.
As a result of the new waiver from Listing Rule 2.7.1, this
waiver will no longer be required.
LIC will continue to rely on the other waivers and rulings in
the 2019 Waiver, insofar as set out in summary below.
• Definition of “renounceable”: A ruling has been granted
to allow the definition of “Renounceable” to refer to a
right or an offer of securities by LIC that is transferrable to
any person entitled to hold those securities. This reflects
the ownership restrictions on Shares, as a result of the
co-operative nature of LIC.
• Definition of “minimum holding”: A ruling has been
granted that the term “Shareholding Requirement” as
defined in the Constitution replaces “Minimum Holdings”
for the purposes of the definition of “Minimum Holdings” in
the Glossary to the NZX Listing Rules.
• Listing Rule 2.3.1: A waiver has been granted to allow
LIC director nominations to be restricted by region and
by qualification.
• Listing Rule 2.3.2: A waiver has been granted to allow
the nomination procedure set out in schedule 3 of the
Constitution.
• Listing Rule 3.13.1: A waiver has been granted from NZX
Listing Rule 3.13.1 to allow LIC to release details of Nil
Paid Shares which are converted into fully paid Ordinary
Shares on a monthly basis on the first Business Day of the
calendar month following the calendar month to which
the notice and Nil Paid Shares it relates to, instead of an
immediate notification.
• Listing Rule 6.2.4: A waiver has been granted to allow nil
paid shares to carry full voting rights.
• Listing Rule 8.1.6(b): A waiver has been granted to allow
certain restrictions in the Constitution to reflect LIC’s
co-operative structure, including in relation to voting and
shareholding requirements.
LIC will also seek to update the relevant background
information to ensure that the updated 2019 Waiver decision
is up to date.
If the Proposed Governance Changes are approved, an
updated 2019 Waiver decision will be released following the
confirmation of the Proposed Governance Changes being
approved on nzx.com.
Other waiver granted – Listing Rule 4.15.1
Further, LIC also has obtained a waiver from NZX Listing
Rule 4.15.1 to allow LIC to provide financial assistance to the
“Approved Holding Entity” as defined in the Constitution. The
Approved Holding Entity acquires shares in LIC on behalf
of Shareholders in administering a voluntary investment
scheme approved by the Board.
Required Approvals
All LIC Shareholders are entitled to attend and vote at this
Annual Meeting (subject to constitutional voting restrictions).
The following table sets out what voting thresholds and
conditions need to be met for the Resolutions to be passed.

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15 October 2020 – Online at www.lic.co.nz/annualmeeting
Resolutions 1 to 3Resolution 4
Area Representation
Changes
Resolution 5
Proposed Governance
Changes and General
Changes
Resolution 6
Market Maker
Type of
resolution
and approval
threshold
Each, an ordinary
resolution, to be passed
by a simple majority of the
votes of those Shareholders
entitled to vote and voting
on the resolution.
Ordinary resolution, to
be passed by a simple
majority of the votes
of those Shareholders
entitled to vote and
voting on the resolution.
Special resolution, to be
passed by at least 75%
of Shareholders entitled
to vote and voting on the
resolution.
Special resolution, to be
passed by at least 75%
of Shareholders entitled
to vote and voting on the
resolution.
Conditionality
N /AResolution 4 is
conditional on Resolution
5 being passed.
Resolution 5 is
conditional on Resolution
4 being passed.
This resolution is
conditional on consent of
the Minister of Agriculture
to the proposed changes.
Format of the Meeting
In light of the restrictions imposed on New Zealand to date
under various alert levels as a result of COVID-19, and the
ongoing risk that the alert level may be raised in future, the
meeting will be a fully virtual meeting.
Shareholders will be able to vote electronically, by post or by
appointing a proxy (in the manner set out in the section on how
to cast a vote below).
Shareholders can attend and participate virtually from
anywhere in the country through the LIC website
(www.lic.co.nz/annualmeeting). Shareholders are
encouraged to vote either electronically (via LIC’s website),
by post or by appointing a proxy. Advanced electronic voting
closes at 10.30 am on Tuesday 13 October but shareholders
who attend the virtual meeting will be able to cast their vote
at the meeting, if they have not already done so.
How to Cast a Vote
Shareholders can vote in one of the following ways:
1) Electronic voting
2) Postal voting
3) Appoint a Director or Councillor of LIC, or another
person, as your proxy
Each method of voting and the way to use the Voting Form
enclosed with this document are explained in detail below.
Please choose only one voting option.
Full details on how to return your Voting Form to electionz.com
are available at the end of this section.
1) To vote electronically
If you wish to cast your vote electronically:
(a) Visit www.lic.co.nz/annualmeeting.
(b) Enter your PIN and Password as shown on your
Voting Form.
(c) Follow the prompts to complete your vote.
Advanced electronic voting will close at 10.30 am on
13 October 2020.
If you are attending the virtual meeting, you may cast
your vote in the course of the meeting using the PIN and
Password provided, if you have not already done so.
2) To cast a postal vote
If you wish to cast a postal vote, complete the Postal Vote
section on your Voting Form, indicate how you wish to vote on
each Resolution and return the form to electionz.com in any
manner described at the bottom of this section.
3) To appoint a Director or Councillor of LIC, or another
person, to vote on your behalf as your proxy
If you wish to appoint a Director or Councillor of LIC or any other
person as your proxy, you need to complete the proxy section
on your Voting Form. A proxy need not be a Shareholder of LIC.
Please read the information on “Proxy Appointment” on the
reverse of your Voting Form carefully. In the area provided,
please insert the name of the Director, Councillor or other person
you wish to appoint. Use the voting boxes to indicate how you wish
your proxy to vote. Alternatively indicate “Proxy Discretion”.
If you return the Proxy section of the Voting Form without
indicating how you wish your proxy to vote, your proxy will vote,
or abstain from voting, as he or she sees fit. If you indicate on
the Voting Form how you wish your proxy to vote, your proxy will
vote as directed.

LIC - NOTICE OF 2020 ANNUAL MEETING
16
Any Director or Councillor of LIC who is appointed as a proxy
and is given discretion as to how to vote will vote in what he or
she believes to be the best interests of LIC.
The proxy appointment section of the Voting Form must
be completed, signed and received by electionz.com no
later than 10.30 am on 13 October 2020.
If you are using postal voting or appointing a proxy, return
your Voting Form to electionz.com in any of the following ways:
• mail to electionz.com in the reply paid envelope provided; or
• address and mail to Livestock Improvement Corporation
Limited, PO Box 3138, Christchurch 8140; or
• deliver to electionz.com Ltd, 3/3 Pukaki Road, Yaldhurst,
Christchurch 8042; or
• fax to 03 377 1474; or
• scan and email to iro@electionz.com (please put the words
“LIC Annual Meeting” in the subject line for easy identification).
If you are not attending and voting at the Annual
Meeting, your advance electronic vote must be cast or
your Voting Form must be received by electionz.com no
later than 10.30 am on 13 October 2020 to be valid.
The Board has appointed Melanie Tonkin as the Returning
Officer. She has authorised electionz.com to receive, record
and count all postal votes, electronic votes and proxy votes.
If you have any questions regarding the voting, please
contact the Election Helpline on 0800 666 049.
Please Note:
(a) Please choose only one voting option.
(b) Multiple herd owners need to vote on each Voting Paper
received individually.
Voting restrictions
There is a 1% voting cap which applies to all LIC shareholders
pursuant to the Dairy Industry Restructuring Act 2001 and
LIC’s Constitution. The 1% voting cap is calculated based on
the number of votes that may be exercised at this meeting
(and so excludes treasury stock and other restricted securities).
Any LIC shareholder who holds more than 1% of LIC’s shares
on issue will be limited in their ability to vote to the equivalent
of 1% of the votes cast on the resolution. Where a particular
shareholder has multiple holdings across different entities
or debtor codes, restrictions will apply to all affected voting
securities on a pro-rata basis.
Disclosure of financial
assistance as required
under the Companies
Act 1993
LIC’s Board has approved the provision of financial assistance
in relation to three schemes that are available to eligible LIC
Shareholders and/or employees. These are:
(a) LIC Employee Share Scheme;
(b) LIC Voluntary Investment Scheme; and
(c) LIC Dividend Reinvestment Plan.
Details relating to how much financial assistance LIC intends to
provide and the relevant considerations by the Board are set
out below. The Directors who voted in favour of this resolution
have signed certificates in accordance with sections 77(2) and
78(3) of Companies Act.
LIC Employee Share Scheme
LIC will provide financial assistance to those employees
who elect to participate in the LIC Employee Share Scheme
(Employee Scheme) which from 1 April 2011 has been managed
by Craigs Investment Partners Ltd (Craigs) with Custodial
Services Ltd acting as custodian (Custodian). LIC proposes to
pay Craigs and the Custodian’s fees and expenses (including
brokerage). The amount of the Craigs fee will depend on how
many employees participate in the Employee Scheme and the
level of their contribution. An estimate of the net amount of the
financial assistance is $15,000.
The Board resolved on 22 July 2020 that LIC should provide
the financial assistance referred to above (Employee Scheme
Assistance) for the period of twelve months commencing
10 working days after the date of sending this disclosure to
Shareholders, and that the giving of the Employee Scheme
Assistance is in the best interests of LIC and is of benefit to
Shareholders not receiving that financial assistance; and that
the terms and conditions under which the Employee Scheme
Assistance is given are fair and reasonable to LIC and to the
Shareholders not receiving that financial assistance. The
grounds for the Board’s conclusions are as follows.
(a) The Employee Scheme is a valuable addition to the
benefits available to the employees of LIC and will assist
in retaining them as valuable staff.
(b) The Employee Scheme is a method of aligning the
interests of employees with the interests of Shareholders
and is an effective means of motivating future
performance of the employees. This is expected to bring
about an increase in the value of the Shares.

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15 October 2020 – Online at www.lic.co.nz/annualmeeting
(c) Shareholders will not be diluted or otherwise
disadvantaged as no new Shares are being issued
under the Employee Scheme.
(d) The additional shares will be purchased through Craigs
at the market price.
(e) The Employee Scheme will enhance the liquidity in the
market for the Shares, providing a more liquid market
for Shareholders wishing to sell those Shares.
(f) The amount of financial assistance is minimal in
comparison to the benefits arising out of the Employee
Scheme for Shareholders and LIC.
LIC Voluntary Investment Scheme
LIC will provide financial assistance to those directors and
senior managers who are eligible and elect to participate
in the Voluntary Investment Scheme (Investment Scheme)
by agreeing to pay to The New Zealand Guardian Trust
Company Limited (Guardian Trust) as the Approved Holding
Entity the annual services fee and other fees, brokerage
costs, and commission incurred for the purposes of the
Investment Scheme. Craigs has been appointed as the Broker
to purchase the Shares on the NZX market for the purposes
of the Investment Scheme, and the money paid by LIC to
Guardian Trust as Approved Holding Entity will include any fees,
brokerage and commission costs of Craigs.
LIC is required to make disclosure to all Shareholders in respect
of this proposed financial assistance. The exact amount of the
net costs depends upon the extent to which eligible directors
and senior managers participate in the Investment Scheme.
However, an estimate of the net amount of financial assistance
in the next 12 months is $12,000.
The Board resolved on 22 July 2020 that LIC should provide the
financial assistance referred to above (VIS Assistance) for the
period of twelve months commencing 10 working days after
the date of sending this disclosure to Shareholders, and that
the giving of the VIS Assistance is in the best interests of LIC
and is a benefit to Shareholders not receiving that financial
assistance; and that the terms and conditions under which the
VIS Assistance is given are fair and reasonable to LIC and to
the Shareholders not receiving that financial assistance. The
grounds for the Board’s conclusions are:
(a) The VIS Assistance enables LIC to provide eligible
directors and senior managers with an efficient means
of acquiring additional Shares in LIC without incurring
transaction costs which they would otherwise incur.
(b) The additional Shares will be purchased by Craigs at the
NZX market price and participating directors and senior
managers will pay the average NZX market price paid
by Craigs on market for those Shares.
(c) Participating directors and senior managers will pay a
uniform price in relation to a season.
(d) The Investment Scheme will enhance the liquidity in the
market for the Shares, providing a more liquid market for
both participating directors and senior managers and
non-participating Shareholders wishing to sell Shares.
(e) The Investment Scheme enables LIC to offer eligible
directors and senior managers a mechanism to invest
in Shares without resulting in unnecessary new capital
being raised through the issue of new Shares.
(f) The amount of financial assistance is minimal in
comparison to the benefits arising out of the Investment
Scheme for participating directors and senior
managers, non-participating Shareholders and LIC.
LIC Dividend Reinvestment Plan
LIC will provide financial assistance to those Shareholders
who elect to participate in the Dividend Reinvestment Plan
(Dividend Plan) by agreeing to pay to Guardian Trust as the
Approved Holding Entity the services and administration
fees and brokerage and commission costs incurred for the
purposes of the Dividend Plan. Craigs has been appointed
as the Broker to purchase the Shares on the NZX market for
the purposes of the Dividend Plan, and the money paid by
LIC to Guardian Trust as Approved Holding Entity will include
the administration fee, brokerage and commission costs of
Craigs. The amount of the financial assistance will depend
upon the extent to which Shareholders participate in the
Dividend Plan. An estimate of the amount of the financial
assistance is $22,000.
The Board resolved on 22 July 2020 that LIC should provide
the financial assistance referred to above (Dividend
Plan Financial Assistance), for the period of 12 months
commencing 10 working days after sending this disclosure
to Shareholders, and that the giving of the Dividend Plan
Financial Assistance is in the best interests of LIC and is of
benefit to Shareholders not receiving that financial assistance;
and that the terms and conditions under which the Dividend
Plan Financial Assistance is given are fair and reasonable
to LIC and to the Shareholders not receiving that financial
assistance. The grounds for the Board’s conclusions are:
(a) The Dividend Plan Financial Assistance enables LIC
to provide Shareholders with an efficient means of
acquiring additional shares in LIC without incurring
transaction costs which they would otherwise incur.
(b) The Dividend Plan Financial Assistance is available to
all eligible shareholders, giving equal opportunity to
participate in the benefits of the Dividend Plan.
(c) The additional shares will be acquired by Craigs either
through on-market transactions or the issue of shares
by LIC from Treasury Stock.

LIC - NOTICE OF 2020 ANNUAL MEETING
18
(d) Shareholders who do not participate will not be diluted
or otherwise disadvantaged as no new shares are being
issued under the Dividend Plan.
(e) Participating Shareholders will pay no greater than the
higher of:
(i) the volume-weighted average price of shares
trading on the NZX Market during the 20 Business
Days prior to the date that the Board determines to
issue shares from treasury stock; and
(ii) the average NZX market price paid by Craigs on
market for those Shares.
(f) The Dividend Plan will enhance the liquidity in the
market for the Shares, providing a more liquid market for
both participating and nonparticipating Shareholders
wishing to sell those Shares.
(g) The amount of financial assistance is minimal in
comparison to the benefits arising out of the Dividend
Plan for shareholders and LIC.

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15 October 2020 – Online at www.lic.co.nz/annualmeeting
GLOSSARY
Annual Meeting means the 2020 annual meeting of
Shareholders to be held online at www.lic.co.nz/annualmeeting.
Appointed Directors means directors appointed by the
Board of LIC pursuant to the Constitution or the amended
Constitution as appropriate.
Board means the Directors numbering not less than the
required quorum acting together as a board of Directors.
Board Transitional Arrangements means the transitional
arrangements for the Board which will apply if Resolution 5 is
passed, as set out on page 10 of this Notice of Meeting.
Business Day has the meaning given to ‘Working Day’ in the
Companies Act.
Companies Act means Companies Act 1993.
Company or LIC means Livestock Improvement
Corporation  Limited.
Constitution means the constitution of LIC.
Council Transitional Arrangements means the transitional
arrangements for the Shareholder Council which will apply if
Resolution 5 is passed, as set out on page 12 of this Notice of
Meeting.
Councillor means a person elected by Shareholders within a
Ward to represent that Ward on the LIC Shareholder Council
in accordance with the Constitution.
Directors means the directors for the time being of the
Company.
Elected Directors means directors elected by Shareholders
pursuant to the Constitution or the amended Constitution
as appropriate.
General Changes means the amendments to the Constitution
as outlined in the summary of General Changes in Schedule 1,
together with such other changes that are consequential,
necessary or desirable to give effect to such changes.
The General Changes are detailed in the mark-up of the
Constitution available at www.lic.co.nz/annualmeeting.
Listing Rules means the NZX Listing Rules, dated 1 January
2020, which relate to the NZX Main Board as amended from
time to time, and may be a reference to a particular Rule or
Rules as specified.
Market Maker Changes means the amendments to the
Constitution required to introduce a Market Maker, as outlined
in the summary of Market Maker Changes in Schedule 1,
together with such other changes that are consequential,
necessary or desirable to give effect to such changes. The
Market Maker Changes are detailed in the mark-up of the
Constitution available at www.lic.co.nz/annualmeeting.
NZX means NZX Limited.
Proposed Governance Changes means the amendments to
the Company’s governance structure as outlined in Part A of
the summary of Proposed Governance Changes at Schedule
1, together with such other changes that are consequential,
necessary or desirable to give effect to such changes. The
Proposed Governance Changes are detailed in the mark-up of
the Constitution available at www.lic.co.nz/annualmeeting.
Region means a geographical area designated as a ‘Region’
pursuant to the Constitution.
Returning Officer has the meaning given in the Constitution.
Revised Region Description means the revised region
description and map set out in Part B of Schedule 1.
Revised Ward Description means the revised ward
description and map set out in Part B of Schedule 1.
Share means a share in the capital of the Company that has
been or may be issued from time to time, which has the rights
set out in section 36(1) of the Companies Act.
Shareholder means a person whose name is entered in the
register of security holders maintained by the Company as
the holder for the time being of one or more Shares.
Shareholder Council means the LIC Shareholder Council.
Shareholder Reference Group or SRG means the
Shareholder Council, the membership and by-laws of which
have been varied as contemplated by Resolution 5.
Territory means a geographical area designated as a
‘Territory’ pursuant to the amended Constitution for the
purposes of representation on the Shareholder Reference
Group. The four Territories are Upper North, Lower North,
Upper South or Lower South.
Transitional Arrangements means, together, the Board
Transitional Arrangements and Council Transitional
Arrangements.
Voting Form means the combined proxy appointment and
voting form to be used for the purposes of the Annual Meeting.
Ward means a Shareholder Council ward pursuant to the
Constitution.

LIC - NOTICE OF 2020 ANNUAL MEETING
20
SCHEDULE 1
Summary of the Changes to the Constitution
The following documents are available on the Company’s website: www.lic.co.nz/annualmeeting:
• the current Constitution;
• a clean version of the Constitution incorporating all proposed changes; and
• a marked-up version of the Constitution showing all proposed changes.
The table below summarises the key proposed changes to the Constitution.
Part A – Constitution changes
DescriptionExisting PositionProposed PositionReason for Change
Proposed Governance Changes
Number of Directors
• Up to seven Elected
Directors.
• Up to three Appointed
Directors.
• Up to six Elected Directors.
• Up to four Appointed
Directors.
The changes to the number of
directors reflect the changes to
Regions. Further, the changes
will allow the Board to appoint
an extra Appointed Director
based on the co-operative’s
needs for specialist expertise
in the future.
Territories/Wards
The existing Constitution uses
the term “Wards”.
“Wards” are to be renamed
“Territories”.
Updated terminology.
Representation
(Assumes shareholder
approval is received
to change regional
boundaries as proposed
by Resolution 4)
• One Elected Director for
Northern Region.
• Two Elected Directors for
each of the other three
regions.
Two regions with three Elected
Directors for each of the
North Island and South Island
regions.
These changes are intended
to ensure the Board is the
right size and offers balanced
representation between the
North and South Islands.
As a result of this change, each
shareholder (irrespective of
the Region) will be entitled to
vote for more directors than is
currently the case.

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15 October 2020 – Online at www.lic.co.nz/annualmeeting
DescriptionExisting PositionProposed PositionReason for Change
Proposed Governance Changes
Director term
of office
Elected Directors
Typically 1 June appointments –
four year terms apply.
Appointed Directors
Appointed by the Board
following Shareholder
Council approval for a term
not exceeding three years.
Appointment needs to be
ratified at the next annual
meeting.
Casual vacancies
If a vacancy arises for an
Elected Director more than
eight months before the
relevant retirement / rotation
date, a new election is held,
with appointment to last until
the previously scheduled
retirement date.
If such a vacancy arises less
than eight months before
the relevant retirement /
rotation date, then the Board
may appoint a Director to
fill that casual vacancy with
appointment to last until the first
day of June next occurring.
Subject to the Board
Transitional Arrangements,
Elected Directors and
Appointed Directors will be
elected / re-elected at an
annual meeting and hold office
for a period not exceeding
three years or the date of
the third annual meeting
following election or re-election
(whichever is longer).
Casual vacancies
The Board may fill a casual
vacancy to hold office until the
next annual meeting.
The new provisions align with
the NZX Listing Rules, which
require that director terms do
not exceed three years or the
third annual meeting following
the appointment (whichever
is longer). The term changes
represent a best practice
approach and meet the
recommendations under the
NZX Corporate Governance
Code ensuring regular board
rotation.
Shareholder
Representation
The body is currently called
“LIC Shareholder Council”
and its members are called
“Shareholder Councillors”.
The LIC Shareholder Council is
made up of 21 members, with
each Ward represented by one
Councillor.
Councillors hold office for
approximately four years
commencing on the first day of
June next occurring after the
date he or she is elected as a
Councillor. A Councillor retiring
is eligible for re-election.
The Shareholder Council is
governed by the by-laws set out
in the Constitution.
The “LIC Shareholder
Council” will be renamed as
“Shareholder Reference Group”
or “SRG”. Members of the SRG
will be called “SRG Members”.
The SRG will comprise up to
12 members - up to two per
Territory and a maximum of
four further SRG Members
appointed by the SRG. The SRG
will be governed by the by-laws
set out in the new Constitution.
Each SRG Member will be
elected / appointed for up
to three years, with elections
/ appointments coinciding
with the annual meeting of
shareholders.
Relevant references

throughout the Constitution will
be updated with effect from

1 January 2021.
The changes have been
designed to streamline,
modernise and focus the SRG.
They are also intended to
ensure diversity and a broad
range of skills on the SRG.
Aligning the tenure and
timing of elections and
appointments will streamline
the election and appointment
process and reduce costs and
administrative burden on LIC.

LIC - NOTICE OF 2020 ANNUAL MEETING
22
DescriptionExisting PositionProposed PositionReason for Change
Proposed Governance Changes
Honoraria Committee
election timing
Honoraria Committee members
are elected at a time directed by
the Board, such time to be not
later than two months prior to
each annual meeting.
Honoraria Committee member
elections will be aligned with
annual meetings.
This change aligns the timing
of Honoraria Committee
members’ elections with
Director and SRG Member
elections to maximise
efficiency and reduce the
administrative burden on LIC.
Market Maker Changes
Appointment
N /ALIC’s Board may, from time
to time, appoint one or more
persons to acquire, hold
or dispose of LIC shares to
promote and improve the
liquidity of LIC shares.
LIC recognises that, due to
the restrictions around who
may hold LIC’s shares, its
shares are more illiquid than
other companies. As a result,
purchases and sales of shares
on market take longer than
they would otherwise. The
introduction of the Market
Maker provisions is intended
to assist with improving the
liquidity of LIC’s shares.
No Voting Rights
N /AShares held by the Market
Maker do not have any voting
rights.
The Market Maker will be
tasked with improving the
liquidity of LIC’s shares but will
not be permitted to participate
in the usual governance
arrangements despite holding
LIC shares.
General Changes
Debtor code allocation
Board approval required to
allocate debtor code to LIC
shareholders.
LIC can allocate debtor codes
(which are also to be renamed
as “participant codes”) without
Board approval.
The change reduces the
administrative burden
associated with LIC
debtor/participant code
allocation. Practically, LIC’s
administrative team manages
this role already.
General
determinations by the
Board
The Constitution requires the
Board to make determinations
in respect of transfer
restrictions and the form of
transfer instrument relating to
individual shareholdings only.
Allow the Board to make
determinations generally in
respect of transfer restrictions
and the form of transfer
instrument rather than on an
individual shareholding basis.
This change again streamlines
the decision-making and
approval process. LIC’s Board
will still continue to have the
power to make determinations
on an individual basis.

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15 October 2020 – Online at www.lic.co.nz/annualmeeting
DescriptionExisting PositionProposed PositionReason for Change
Honoraria Committee –
casual vacancies
There is no power to make
appointments to fill a vacancy
on a casual basis.
The Committee will be
permitted to fill a vacancy on a
casual basis.
Any member appointed as
a casual vacancy must be
qualified to be appointed an
Honoraria Committee member
and may only hold office until
the following annual meeting
(but will be eligible for

re-election at that meeting).
This change brings the
process more in line with the
governance arrangements,
and introduces flexibility to
the Committee, allowing more
effective decision-making.
Electronic notices
N /AExpressly permit notices to LIC
shareholders may be given
electronically (e.g. via email).
The NZX Listing Rules provide
LIC the ability to electronically
notify its shareholders but LIC
wants to make it express in its
Constitution.
Virtual/electronic
shareholder meetings
The Constitution permits
shareholder meetings to be
held in person or by electronic
means.
Expressly permit the
combination of meetings

held in person and by
electronic means.
This provision is being
amended to expressly permit
shareholder meetings to be
held in person and through
electronic means at the same
time. This reflects the provisions
of the Companies Act.
Alternate Directors
No position stated. Expressly state no alternate
directors may be appointed
in Schedule 3 of the amended
Constitution.
Clarification as LIC does not
wish for its directors to appoint
alternate directors to act on
their behalf.
Definition updates
N /AGeneral changes and
alignment to reflect the single
class of LIC Ordinary Shares.
Flow on effects include
removing multiple definitions
referring to the same
matter e.g. consolidating
“Ordinary Shareholder” and
“Shareholder”.
N /A
Updates to Listing
Rules and legislation
references
N /AUpdate out of date references
to the NZX Listing Rules and
relevant legislation.
N /A

LIC - NOTICE OF 2020 ANNUAL MEETING
24
Part B – Changes to Wards and Regions
Revised Wards
Description of changes to wards:
Wards will be renamed ‘Territories’. The four Territories will
be: Upper North, Lower North, Upper South and Lower South
as shown on the map below.
Revised Regions
Description of changes to regions:
“Region One – Northern”, “Region Two – Midland” and
“Region Three – Central” will be consolidated and renamed
“North Island”, with its boundaries becoming the total
land area of the North Island. For the purposes of the
Constitution, the Region previously known as the “Northern
Region” will cease to exist, with the land to which it related
coming within the new North Island Region.
“Region Four – Southern” will be renamed “South Island”,
with its boundaries becoming the total land area of the
South Island and Stewart Island.
Upper North
Territories
Lower North
Upper South
Lower South
Total land area from North Cape
to Mokau in the west, across
to Taumaranui following the
Kaimanawa Mountain Range to
Wairoa on the East Coast.
Total land from the
southern boundary of
the Upper North Island
territory encompassing
the remainder of the
North Island.
Total land area from the top
of the South Island south to
Haast on the West Coast,
then east to Twizel and the
land north of State Highway 6
to Timaru on the east coast.
Total land area from the southern
boundary of the Upper South Island
territory encompassing the remainder of
the South Island and Stewart Island.

25
15 October 2020 – Online at www.lic.co.nz/annualmeeting
SCHEDULE 2
Transitional Arrangements - Key Events Timeline
A timetable of the key events, if the Proposed Governance Changes are approved, is set out below. Details relating to the
existing Elected Directors and Councillors who are currently elected and appointed may be found in the relevant Explanatory
Notes for Resolution 5.
DateEvent
15 October 2020
(at the completion
of the annual
meeting 2020)
1. Regions are reduced from four to two (North Island and South Island).
2. David Jensen steps down as director.
3. Gray Baldwin, Ken Hames, Alison Watters and Ben Dickie are re-designated as the Elected
Directors of the North Island, and Murray King and Matt Ross are re-designated as Elected
Directors of the South Island.
4. Elected Directors’ terms are amended to reflect the transitional arrangements – most
importantly, amended terms align with annual meetings of shareholders.
5. The Proposed Governance Changes (other than those relating to the SRG) take effect.
1 January 20211. Wards are renamed Territories and reduce from 21 to four (Upper North Island, Lower North
Island, Upper South Island and Lower South Island).
2. The Shareholder Council is renamed Shareholder Reference Group.
3. The Constitution changes relating to the SRG and the transition of the Shareholder Council to
the SRG take effect.
4. The following Shareholder Councillors will step down:
Mark Meyer (Ward 2), Dennis Barclay (Ward 3), Brian Pirie (Ward 4), Wynn Brown (Ward
7), Jeanette Quin (Ward 8), David Beuth (Ward 9), Gerard van Beek (Ward 10) and Gordon
Glentworth (Ward 13).
5. The remaining Councillors will be reassigned as SRG Members:
a. Lyna Beehre and Mark Benns will be re-designated as Upper North Island elected SRG
Members;
b. Mark Hooper and Richard Ridd will be re-designated as Lower North Island elected SRG
Members;
c. Nathan Keoghan and Phil Lowe will be re-designated as Upper South Island elected SRG
Members;
d. Bruce Murphy and Mark Shore will be re-designated as Lower South Island elected SRG
Members; and
e. David Hands, John Dowdle, Christine Macbeth and Wayne Reynolds will be re-designated
as appointed SRG Members.
6. The existing terms of the SRG Members will be amended to expire at the annual meetings as
described on page 12.

LIC - NOTICE OF 2020 ANNUAL MEETING
26
DateEvent
Annual meeting 20211. Elections held for two South Island Directors.
2. One of the two South Island Directors will be elected for approximately two years to the 2023
annual meeting to ensure staggered rotation schedule thereafter.
Annual meeting 20221. New South Island Region seat established and one North Island Region seat disestablished.
2. Elections held for two North Island Directors. One of the two North Island Directors will be
elected for approximately two years to the 2024 annual meeting to ensure staggered rotation
schedule thereafter.
3. Election held for the new South Island Director seat.
4. SRG Member elections held for two Upper North Island and two Upper South Island seats.
Annual meeting 20231. Election held for one North Island and one South Island Director seat.
2. SRG Member elections held for the two Lower North Island and two Lower South Island seats.

27
15 October 2020 – Online at www.lic.co.nz/annualmeeting
Directory
LIC
Livestock Improvement Corporation Limited
Corner Ruakura and Morrinsville Roads
Newstead, Hamilton
Private Bag 3016
Hamilton 3240
+64 7 856 0700
www.lic.co.nz
Election manager
electionz.com
3/3 Pukaki Road
Yaldhurst
Christchurch 8042
PO Box 3138
Christchurch 8140
+64 3 377 3530
info@electionz.com
Election helpline
0800 666 049
Legal advisers to LIC
Simpson Grierson
Lumley Centre
88 Shortland Street
Auckland 1010
Private Bag 92518
Auckland 1141
+64 9 358 2222
www.simpsongrierson.com
Registrar
Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
PO Box 91976
Auckland 1142
Tel: +64 9 375 5998
enquiries@linkmarketservices.co.nz

LIC - NOTICE OF 2020 ANNUAL MEETING
28

---

Private Bag 3016
Hamilton 3240
New Zealand
PHONE 0800 264 632
www.lic.co.nz
Dear Shareholder,
This year at the LIC Annual Meeting, in addition to the “business as usual” matters shareholders will be
voting on, we are also seeking your support to:
A) Update and streamline LIC’s governance and representation to make sure the co-operative is
working at all levels for its shareholders.
B) Update the co-operative’s constitution to be able to appoint a “market maker” to improve the
liquidity of LIC’s shares on the NZX.
A. Recommended changes to LIC’s constitution and governance and
representation structures
Carefully reviewing and updating LIC’s governance and shareholder representation is the next step in
LIC’s transformation. Just as we did with the share structure, we need to be sure that the governance
and representation models are operationally efficient, effective and fit for purpose.
We understand that LIC’s delivery of products and services for its customers takes priority over shareholder
issues for many of you, which sometimes results in low levels of engagement around issues that matter for
our co-op’s future. One of the main outcomes from the review is the need to strengthen engagement
with shareholders. In particular, the way shareholder input is sought on operational performance and
quality, product development, service delivery, and enhancements that need to be made.
The Board and Shareholder Council are recommending a number of changes that require shareholder
approval. These are set out in detail in the Notice of Meeting. These changes include:
Smaller Board, equal weighting of Directors across North and South Islands, streamlined elections
• Reducing the number of Elected Directors to six, streamlining the timing of elections and balancing the
number of Elected Directors between the North and South Islands. Each will have three Elected Directors.
• All shareholders will get to vote for three farmer Directors for their Island.
• Directors will be elected by a broader mix of shareholders across an expanded geographic area.
• Elections will be simplified. All Directors will be elected for approximately three years and all elections
will be held at the Annual Meeting. Currently, Directors are elected at the season end, with any
Directors appointed by the Board during the year ratified at the Annual Meeting.
• The Board is reducing from ten Directors to nine. There will be flexibility, however, to appoint a further
Appointed Director based on the co-operative’s needs for specialist expertise in the future.
September 2, 2020

Shareholder Council becomes a smaller, more focussed Shareholder Reference Group
• Streamlining 21 Shareholder Council Wards into four territories.
• Each territory will have two elected members on the Shareholder Reference Group.
• Updating the 21 person Shareholder Council model to become a Shareholder Reference Group with 12
members. Eight of the members will be elected by shareholders and four appointed by the members
of the Shareholder Reference Group to ensure diversity and a broad range of skills on the Shareholder
Reference Group.
• The Shareholder Reference Group will have a clear purpose and will work to an annual engagement
plan that has clear objectives that reflect shareholder views.
• The Shareholder Reference Group will work with both the Board and LIC management. It will provide
the Board with open, honest and constructive views from shareholders on major shareholder issues,
and engage with management on operational performance and quality, product development,
service delivery, and enhancements that need to be made.
Why we are recommending these changes
The Shareholder Council and the Board have worked together on the review and on developing the
changes we are recommending as a result of the review.
We believe that the new Shareholder Reference Group will be more hands-on and focussed, and deliver
improved shareholder engagement, better value for money, and most importantly ensure that your
voice as a shareholder is heard at an early stage where it is able to have a meaningful impact.
These changes will establish an efficient and effective governance structure for the future, that is truly
representative of LIC’s shareholder base.
The governance and representation review process
In 2015 we began looking at the structure of the co-op’s Board and Shareholder Council, which were then
almost 15 years old. However, at that time, we reached the conclusion that simplifying the share structure
and getting the co-operative “match-fit” financially and operationally was the priority.
Following the simplification of LIC’s share structure in 2018, the Shareholder Council and the Board
began a formal review of LIC’s governance and shareholder engagement. Just as the rest of LIC
has been transformed into a modern, progressive co-op, we needed to get on with reviewing our
governance and shareholder representation.
A working group of Directors and Shareholder Councillors was set up to determine whether the
governance and representation structures and processes put in place 20 years ago are still right to
serve today’s shareholders and solve today’s issues.
The Working Group was chaired by a Director and included the Chair of the Shareholder Council and
two other Shareholder Councillors. Together, the Group developed the final recommendations for which
we are now seeking shareholder support.
The Working Group had five key objectives for LIC’s governance structure to meet:
1. Promoting Shareholder Interests – Delivering a mutually beneficial engagement process for our
shareholders, Directors and management.
2. Stronger Influence – Ensuring shareholders’ views are able to influence thinking at an early stage,
particularly on product and service performance, enhancement and development.
3. Shareholder Confidence – Ensuring the continued confidence and support of shareholders through
best practice governance and a well informed and actively engaged shareholder base.
4. Intentional Engagement – The Board wants to make shareholder engagement intentional, with
measurable outcomes reported to shareholders.
5. Best practice – Governance to underpin the future of the co-operative that best serves our current
and future shareholders.

Murray King
LIC Chair
Mark Meyer
Chair, LIC Shareholder Council
The governance and representation review findings
The review found that the current election process is outdated, expensive due to a large number of
Shareholder Council wards and Director regions, and inefficient due to different election timings for
Appointed Directors and farmer Elected Directors and Shareholder Councillors.
It also found that the Shareholder Council structure no longer had its main purpose for existence and
needed to be streamlined, modernised and focussed following changes in the industry, including the
transfer of the National Dairy Core Database to DairyNZ.
To address these issues, the Board and Shareholder Council are recommending the changes outlined in
this letter. The full detail of the changes is in the Notice of Meeting, which we urge shareholders to read
and consider before voting.
B. Appointing a “market maker”
There is a separate resolution for shareholders to vote on in the Notice of Meeting. This resolution is
to amend the constitution to enable the Board to appoint a “market maker”, subject to the Minister
of Agriculture approving this change. The aim of the “market maker” is to create price stability and
additional liquidity through consistent two-way quotes in LIC shares on the NZX.
LIC recognises that due to the restrictions on who may hold LIC’s shares, its stock is more illiquid than
other listed companies.
LIC proposes to introduce the option to be able to appoint one or more firms to act as a “market maker”.
The role of the “market maker” is solely to provide additional liquidity in LIC shares for those farmers
approved to buy and sell shares without the need to wait for another LIC shareholder to trade with.
Your decision
We appreciate that in recent times LIC has been through a process of significant transformation and
change as we take a number of important steps on our strategic roadmap.
Ultimately it is you – the shareholders as owners – that make LIC a great co-operative. It is vital that your
voice and your views are heard and acted upon as we grow and build our co-op in the years to come.
We believe that the proposed changes to LIC’s governance and shareholder engagement that we are
seeking your support for will ensure that this happens, and that your voice as an LIC shareholder will be
stronger and more effective than ever before.
We also believe that following the share simplification, the appointment of a “market maker” is an
important next step to make it easier for LIC shareholders to trade their shares.
On behalf of the Board and the Shareholder Council, we recommend a YES vote.
For more information regarding the proposed changes, please visit the LIC website 
www.lic.co.nz/annualmeeting
We will also be hosting a call on Wednesday 23 September at 1:00pm to discuss these changes and
answer any questions you may have. Details for this will be announced to the NZX and on the LIC
website and emailed to you shortly.
Yours sincerely,