New Zealand King Salmon Investments Limited logo

Notice of Annual Shareholders’ Meeting

AGM1 October 2020NZKConsumer Staples

NOTICE OF
ANNUAL MEETING

OF SHAREHOLDERS

2020

Dear Shareholder

We invite you to join us for

the Annual Meeting of the

Shareholders of New Zealand

King Salmon Investments Limited

(“NZKS”) to be held online at:

www.web.lumiagm.com

Meeting ID: 347-712-551

Tuesday 3 November 2020

2:00pm NZT

Participating in the meeting

Given the uncertainty around the Covid-19 environment, the Annual

Shareholders Meeting will be held online only. Shareholders will be able to

listen to and view the presentation, ask questions and cast their vote from

their own computers, mobiles or similar devices. We also invite questions in

advance of the meeting to: investor@kingsalmon.co.nz

If you do not plan to participate in the Annual Shareholders Meeting, I

encourage you to vote by either casting your vote online in advance of the

meeting, completing and returning the postal voting form in advance of

the meeting, or appointing a proxy to vote on your behalf at the meeting.

Please note that online votes, postal votes and proxy nominations must

reach Computershare by 2:00pm NZT on Sunday 1 November 2020.

Please view the Voting and Virtual Meeting guides included in this Notice

of Meeting for further information on voting and logging into the meeting.

ORDINARY RESOLUTIONS
1

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

for the coming year.

A

CHAIRMAN’S

ADDRESS

B

MANAGING

DIRECTOR’S

ADDRESS

C

ORDINARY

RESOLUTIONS

D

GENERAL

BUSINESS

2

Having been appointed during the year by the Board and

holding office only until the Annual Meeting, that Catriona

Macleod be elected as a Director.

3

Having retired in accordance with NZX Listing Rule 2.7.1,

that Jack Porus be elected as a Director.

4

Having retired in accordance with NZX Listing Rule 2.7.1,

that Paul Steere be elected as a Director.

Further information relating to the ordinary resolutions

is set out in the Explanatory Notes accompanying this

Notice of Meeting. Please read and consider these

resolutions together with the notes.

By order of the Board.

John Ryder

Chairman

2nd October 2020

ITEMS OF BUSINESS

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

An ordinary resolution is a resolution approved by a majority of

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

and voting on the resolution.

ORDINARY RESOLUTION 1

APPOINTMENT AND REMUNERATION OF AUDITOR

Section 207T of the Companies Act 1993 provides that a

company’s auditor is automatically re-appointed unless there

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

appointed. The Company wishes Ernst & Young to continue as

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

willingness to do so.

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

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

as the Company determines at the Annual Meeting. The Board

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

be fixed by the Directors. The Board unanimously recommends

that shareholders vote in favour of Resolution 1.

ORDINARY RESOLUTION 2

ELECTION OF DIRECTOR APPOINTED SINCE

THE LAST ANNUAL MEETING

Catriona Macleod was appointed as Director of NZKS by

the Board on 26 February 2020. Under NZX Listing Rule 2.7.1,

Catriona Macleod must retire from office at the 2020 Annual

Meeting. Being eligible, she offers herself for election.

The Board unanimously supports the election

of Catriona Macleod.

After considering the factors outlined in the NZX Corporate

Governance Code that may impact director independence, the

Board considers that Catriona Macleod will be an Independent

Non-Executive Director.

Catriona Macleod

GIBio, MSc, PhD, GAICD

Associate Professor Catriona Macleod is a senior scientist with

more than 20 years’ experience in marine resource, water

and aquaculture management. She has provided advice and

recommendations to inform regulatory policy and the strategic

development of sustainable aquaculture activities in Australia

and internationally. Her advice is frequently sought on marine

and coastal environmental issues, both within Australia

and overseas. She has a keen interest in natural resource

management, and especially in finding innovative solutions for

equitable and sustainable resource allocation. She was a finalist

in the Australian Rural Woman of the Year Awards 2010 and

was nominated for the Tasmanian Scientist of the Year in 2012.

In 2019 her salmon interactions research team took out the

prestigious University of Tasmania Medal for Research Excellence,

in recognition of their exceptional science and influence on the

development of sustainable salmon farming practices.

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

ORDINARY RESOLUTION 3

ELECTION OF DIRECTOR

Jack Porus was re-elected to the Board on 7 November 2017,

and is now required to retire in accordance with NZX Listing

Rule 2.7.1, which prohibits a director from holding office (without

re-election) for longer than 3 years or 3 annual meetings,

whichever is longer. Being eligible, Jack Porus offers himself

for re-election.

The Board unanimously supports the re-election of Jack Porus.

After considering the factors outlined in the NZX Corporate

Governance Code that may impact director independence, the

Board considers that Jack Porus will be a Non-Executive Director.

Term of office: First appointed to the Board in 2008, last

re-elected on 7 November 2017.

Jack Porus

BCom, LLB

Jack has been a director of New Zealand King Salmon since 2008.

Jack is Joint Managing Partner of law firm Glaister Ennor which

he joined in 1972. Jack has practiced in all areas of property law,

commercial law, trusts and estate planning. Jack is currently

the Chairman of Pinnacle Life Limited and a director of Neil

Corporation Limited, Norfolk Financial Management Limited as

well as other substantial private businesses, and is a trustee of

numerous personal and charitable trusts. Jack is a nominated

appointee for major New Zealand King Salmon shareholder

Oregon Group.

ORDINARY RESOLUTION 4

ELECTION OF DIRECTOR

Paul Steere was re-elected to the Board on 7 November 2017,

and is now required to retire in accordance with NZX Listing Rule

2.7.1, which prohibits a director from holding office (without re-

election) for longer than 3 years or 3 annual meetings, whichever

is longer. Being eligible, Paul Steere offers himself for re-election.

The Board unanimously supports the re-election of Paul Steere.

After considering the factors outlined in the NZX Corporate

Governance Code that may impact director independence, the

Board considers that Paul Steere will be an Independent Non-

Executive Director.

Term of office: First appointed to the Board in 2009, last re-

elected on 7 November 2017.

Paul Steere

Paul was the founding CEO of New Zealand King Salmon from

its formation and has been a director of New Zealand King

Salmon since 2009. Paul is currently Chairman of Nelson Airport

Limited, Chairman of Allan Scott Wines, and Chairman of the

Aquaculture Advisory Group South Pacific Community. He was

recently made a Chartered Fellow of the New Zealand Institute

of Directors.

Voting on all resolutions shall be by way of poll. Your rights to
vote may be exercised by:

• Attending the meeting online and voting; or

• Voting online in advance of the meeting; or

• Completing and returning the postal voting form in advance

of the meeting; or

• Appointing a proxy (representative) to attend the meeting

and vote on your behalf.

Voting at the meeting

If you are attending the online meeting you will be able to follow

the on-screen prompts to cast your vote on the day. For more

information on voting at the meeting please see the Virtual

Meeting Guide which accompanies this Notice of Meeting.

Voting online in advance of the meeting

You may cast your vote online by following the instructions

below:

• Visit the InvestorVote website at www.investorvote.co.nz

• Enter your postcode (if in New Zealand) or country of

residence (if outside New Zealand) and click the login button

• Follow the prompts to cast your vote online

Online votes must be received no later than 2:00pm NZT on

Sunday 1 November 2020.

For any assistance with the online process, shareholders may

contact Computershare Investor Services on +64 9 488 8777

between 8:30am - 5:00pm NZT Monday to Friday.

Completing and returning the postal

voting form

Postal voting instructions are included on the Voting Form

which accompanies this Notice of Meeting. You can complete

and send the Voting Form by post so that your vote is received

by Computershare no later than 2:00pm NZT on Sunday 1

November 2020.

The Chief Financial Officer, Andrew Clark, has been authorised

by the Board to receive and count postal votes at the meeting.

Appointing a proxy (representative) to vote on

your behalf

If you are not attending the meeting, you are able to appoint

a proxy (representative) to attend the meeting and vote on

your behalf. The proxy does not need to be a shareholder of the

company.

You can appoint a proxy online by following the instructions

below:

• Visit the InvestorVote website at www.investorvote.co.nz

• Enter your postcode (if in New Zealand) or country of

residence (if outside New Zealand) and click the login button

• Follow the prompts to appoint your proxy online

Alternatively you can complete the postal proxy nomination

form which accompanies this Notice of Meeting and return it by

post so that your nomination is received by Computershare no

later than 2:00pm NZT on Sunday 1 November 2020.

You may appoint the Chair of the meeting as your proxy. The

Chair of the meeting intends to vote any discretionary proxies in

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

the meeting or you have ticked the proxy discretion box but not

named a proxy, you will be deemed to have appointed the Chair

of the meeting as your proxy.

Questions in advance of the meeting

To assist the Board to provide answers to questions from

shareholders, NZKS is offering the option for shareholders to

submit questions in advance of the 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 NZKS.

Individual responses to questions will not be provided, but at

the Annual Meeting the Chairman will endeavour to address

commonly raised questions.

Please email your questions to: investor@kingsalmon.co.nz

VOTING

THESE NOTES FORM PART OF THE NOTICE OF ANNUAL MEETING

Eligibility to vote

Any shareholder whose

name is recorded in the

NZKS share register at 5pm

on Friday 30 October 2020

is entitled to attend the

Annual Meeting and vote.

---

VIRTUAL MEETING
Given the uncertainty around the COVID-19 environment, the NZ King Salmon Annual Meeting will be held online only.

All shareholders will have the opportunity to attend and participate in the Annual Meeting online via an internet connection (using a computer,

laptop, tablet or smartphone). The virtual meeting will be accessible on both desktop and mobile devices.

Please refer to the Virtual Meeting Guide 2020 that accompanies this Proxy/Postal Voting Form.

Turn over to complete the form to vote

Signing Instructions for Postal Forms

Individual

Where the holding is in one name, the shareholder must sign.

Joint Holding

Where the holding is in more than one name, all of the shareholders should

sign.

Power of Attorney

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

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

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

Company with this Proxy Form.

Companies

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

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

indicate the office held.

Comments & Questions

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

a separate sheet of paper and return with this form.

Attendance and voting

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

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

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

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

abstain from voting on one or more of the resolutions.

(a) Online

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

(b) Casting a postal vote

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

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

and returning it to the share registrar.

(c) Appointing a proxy

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

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

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

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

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

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

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

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

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

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

(d) Attending and voting in person

The virtual meeting will be accessible on both desktop and mobile devices.

Please refer to the Virtual Meeting Guide 2020 that accompanies this Proxy/Postal

Voting Form.

Your secure access information

Control Number: CSN/Shareholder Number:

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

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

Proxy/Voting Form

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

www.investorvote.co.nz

Scan the QR code to vote now.

Smartphone?

For your proxy or vote to be effective it must be received by 2:00pm (New Zealand time) on Sunday 1 November 2020.

Lodge your postal vote or proxy

Online

www.investorvote.co.nz

By Mail

Computershare Investor Services Limited

Private Bag 92119 Auckland 1142 New Zealand

By Fax

+64 9 488 8787

For all enquiries contact

+64 9 488 8777

corporateactions@computershare.co.nz

If your proxy is not the Chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and email
address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.

Proxy contact Details (Phone): and (Email):

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

SIGN

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

ShareholderShareholder 2Shareholder 3

Contact Name Contact Daytime Telephone Date

Appointment of Proxy

STEP 2

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

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

Proxy

Discretion

For

Against

Abstain

Voting Instructions/Voting Paper

STEP 1

hereby appointof

or failing him/herof

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

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

King Salmon Investments Limited to be held online at 2:00 pm on Tuesday 3 November 2020 and at any adjournment of that meeting.

Ordinary Resolutions

Item 1

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

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

Catriona Mcleod be elected as a Director.

Item 3

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

Item 4

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

---

LOGGING IN
To log into the meeting, you must have the following information which

can be found on your Shareholder’s Voting and Proxy Form:

New Zealand Residents

Username (CSN or Holder number)

Password (postcode)

Overseas Residents

Username (CSN or Holder Number)

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

You can also log in as a guest if you are not a shareholder of New Zealand

King Salmon. Please note, if you have logged in as a guest you will not be

able to ask any questions or vote.

Appointed Proxies

A username and password will be provided prior to the meeting.

If you have not received your username and password by Sunday 1 November

2020 at 2:00pm, please contact Computershare on +64 9 488 8777 between

8.30am—5.00pm NZT Monday to Friday.

Virtual meetings are accessible on both desktop and mobile devices. In order

to participate remotely you will need to visit www.web.lumiagm.com from

your desktop or mobile device. You will need to ensure that your browser

is compatible — Lumi AGM supports the latest versions of Chrome, Safari,

Internet Explorer, Edge and Firefox.

2

Enter your username and password

(CSN/Holder Number and postcode)

1

Open Lumi AGM and enter the

Meeting ID: 347-712-551

VOTING AT A GLANCE

VIRTUAL MEETING GUIDE

Meeting ID

347-712-551

Remote entry to the

Annual Shareholders

Meeting will open at:

1:30pm NZT

Tuesday 3

November 2020

with the meeting

commencing at:

2:00pm NZT

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 NZT Monday to Friday.

3

When the poll is opened, click and

select your desired voting direction

NAVIGATING LUMI AGM
FROM YOUR MOBILE

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.

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’.

ASKING QUESTIONS

Any shareholder or appointed proxy

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.

NAVIGATING LUMI AGM

FROM YOUR DESKTOP

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 button to

start the webcast.

For any assistance with the online process, shareholders may contact Computershare Investor Services

on +64 9 488 8777 between 8:30am - 5:00pm NZT Monday to Friday.

WATCHING THE

WEBCAST

To watch the webcast, click the black

broadcast bar on screen and push

the button to start the webcast. The

presentation will appear shortly after,

dependent on the speed of your internet

connection.

ACCESSING THE

VIRTUAL MEETING

Once you have entered web.lumiagm.com

into your internet browser, you’ll be

prompted to enter the Meeting ID

347-712-551 and accept the terms and

conditions. You will then be required to

enter your username (CSN or Holder

number); and password (postcode, or

country code for overseas residents).

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

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