Notice of Meeting 2020

Dear Shareholder
We are pleased to invite you to attend our Annual
Shareholders’ Meeting.
This is a chance for you to hear from myself and our
new Chief Executive Officer, John Kippenberger, on
our performance in FY20 and our progress under our
new ‘Scott 2025’ strategy which was launched in the
second half of the FY20 year.
You will also have the opportunity to discuss any
questions you may have about our Company and its
performance and vote on resolutions.
We acknowledge the importance of allowing our
shareholders to meet with your directors face to
face, but given the uncertainty of the COVID-19
environment are also providing shareholders with the
opportunity to participate in the Meeting online.
Included with this Notice of Meeting are details on
how to attend the Meeting online.
If you are unable to attend the Meeting, we encourage
you to complete and lodge a proxy vote, either online
or by returning your proxy form in accordance with the
instructions on that form.
Stuart McLauchlan
Chairman
NOTICE OF ANNUAL
MEETING 2020
NOTICE OF 2020 ANNUAL
SHAREHOLDERS’ MEETING
Notice is hereby given that the 2020 Annual Meeting
of Shareholders of Scott Technology Limited will be
held on Thursday, 3 December 2020 commencing at
3:00pm.
Venue
Scott Technology, 630 Kaikorai Valley Road, Dunedin.
Online
http://www.virtualmeeting.co.nz/sct20
We kindly request that meeting attendees arrive no
later than 2:45pm to allow time to register for voting
and attendance purposes.
Scott Technology may hold the meeting as an
online-only meeting if the Company considers it
necessary, or desirable to do so to comply with any
applicable legal restrictions, or for health and safety
reasons, associated with the COVID-19 pandemic or
otherwise. If Scott exercises its discretion to hold an
online-only meeting, Scott will provide shareholders
with as much notice as is reasonably practicable by
way of an announcement to the NZX and on Scott’s
website.

AGENDA
1. CHAIRMAN AND MANAGEMENT PRESENTATIONS
2. SHAREHOLDER DISCUSSION
3. RESOLUTIONS

To consider, and if thought fit, pass the following ordinary resolutions:
Resolution 1: Re-Election of Director – Stuart McLauchlan
That Stuart McLauchlan, who retires as a Director and, being eligible, offers himself for re-election by shareholders, be
re-elected as a Director.
Resolution 2: Election of Director – John Kippenberger
That John Kippenberger, who was appointed as a Director by the Board during the year, be elected as a Director of the
Company.
Resolution 3: Election of Director – Alan Byers
That Alan Byers, who was appointed as a Director by the Board during the year, be elected as a Director of the
Company.
Resolution 4: Auditor
To record the reappointment of Deloitte as auditor of the Company and to authorise the Directors to fix the auditor’s
remuneration.
Further information relating to the resolutions is set out in the Explanatory Notes to this Notice of Meeting.
4. OTHER BUSINESS
To consider such other business as may be properly submitted to the meeting.
By Order of the Board
J Kippenberger
Chief Executive Officer
30 October 2020

EXPLANATORY NOTES:
RESOLUTION 1: RE-ELECTION OF STUART MCLAUCHLAN
The NZX Listing Rules require that no director may hold office (without-re-election) past the third annual meeting
following that director’s appointment, or three years, whichever is the longer. However, any such directors may offer
themselves for re-election by shareholder approval in accordance with rule 2.3.
As such, Stuart McLauchlan retires as a director and, being eligible, offers himself for re-election by shareholders. The
Board has determined that Stuart is an Independent Director.
Scott’s Board regularly reviews Board membership, and succession planning takes into account the skills, capabilities,
experience and knowledge required to provide effective oversight of Scott’s strategy and growth. In line with this, four
new directors have been appointed in the last two years. Stuart has overseen the global expansion of Scott Technology
and his in-depth knowledge of the organisation and strong governance experience are considered to be of considerable
value. Therefore, the Board unanimously supports his re-election.
STUART MCLAUCHLAN
BCom, FCA, CFInstD
Term of Office: Appointed 2007
Board Responsibilities: Chairman, Independent Director, Member of the Audit & Financial Risk Committee, chair of the
Health & Safety Committee, the Governance, Renumeration & Nominations Committee and the Treasury Committee.
Stuart is a Senior Partner of GS McLauchlan & Co Business Advisors and Accountants, a prominent businessman and
company director. He is a director of EBOS Group and Argosy Property and holds governance roles with a number of
private companies. He is also a past President of the New Zealand Institute of Directors.
RESOLUTIONS 2 AND 3: ELECTION OF DIRECTORS
Under the NZX Listing Rules, a director appointed by the Board must not hold office (without re-election) past the first
annual meeting following appointment. Accordingly, John Kippenberger and Alan Byers are standing for election by
shareholders at the Meeting. The Board unanimously supports the election of John and Alan.
JOHN KIPPENBERGER
BBS, MBA
Term of Office: Appointed 2020
Board Responsibilities: Executive Director, Member of the Treasury Committee and the Health & Safety Committee.
John is an experienced business leader who has a successful career as CEO of a number of international business-to-
business and consumer branded companies. This has included time in Australia as CEO of several industrial companies
of George Weston Foods Limited before leading their large meat & dairy organisation which included 1,200 people
operating across seven factories.
After returning to New Zealand in 2006, John was a part-owner and the Chief Executive of Premier Beehive NZ Limited.
More recently, John led the exponential growth and development of Manuka Health NZ Limited. This included
expansion of the company’s agricultural and factory operations, along with an acquisition in Germany and the opening
of company operations in Australia, the United States, the United Kingdom and parts of South East Asia and China.
The Board has determined that John is not an Independent Director for the purposes of the Listing Rules, as he is Chief
Executive Officer of Scott Technology.

ALAN BYERS
BCom, MBA
Term of Office: Appointed 2020
Board Responsibilities: Non-executive Director, Member of the Health & Safety Committee
Alan was most recently the President of US Regional Beef, retiring from that position after 43 years in the industry.
Alan is now serving as a Senior Advisor to Andre Nogueira and the collective JBS US business. Prior to joining JBS USA,
Alan held a number of senior executive roles, including CEO / President of Meyer Natural Foods, President of ConAgra
Signature Meats, and 18 years with Hormel culminating in an assignment as President of Dubuque Foods.
The Board has determined that Alan is not an Independent Director for the purposes of the Listing Rules as he
represents Scott Technology Limited’s majority shareholder, JBS Australia Pty Ltd.
RESOLUTION 4: FIX THE REMUNERATION OF THE AUDITOR
Pursuant to section 207T of the Companies Act 1993, Deloitte is automatically reappointed at the Annual Meeting as
auditor of the Company. The resolution authorises the Board to fix the remuneration of Deloitte as the Company’s
auditor.

IMPORTANT INFORMATION
VIRTUAL ANNUAL MEETING
Shareholders will be able to attend and participate in the Meeting virtually via an online platform provided by Scott
Technology’s share registrar, Link Market Services at http://www.virtualmeeting.co.nz/sct20. If you will be attending
online, you will require your Holder Number for verification purposes.
Shareholders attending and participating in the Meeting virtually via the online platform will be able to vote and ask
questions during the Meeting. More information regarding virtual attendance at the Meeting (including how to vote
and ask questions virtually during the Meeting) is available in the Virtual Annual Meeting Online Portal Guide, which is
available at https://bcast.linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf
VOTING
The only persons entitled to vote at the Meeting are registered shareholders (or their proxies or representatives) as at
3:00pm on Tuesday 1 December 2020, being not later than 48 hours prior to the start of the meeting. Only the shares
registered in those shareholders’ names at that time may be voted at the Meeting.
Voting can be done by appointing a proxy to vote on your behalf at the Meeting; or by participating in the Meeting and
voting.
RESOLUTIONS
Resolutions 1 to 4 are ordinary resolutions and are therefore required to be passed by a simple majority of the votes of
those shareholders entitled to vote and voting on the resolutions.
PROXIES, CORPORATE REPRESENTATIVES AND POWER OF ATTORNEY
Any shareholder may appoint another person or persons as proxy to attend, and vote on his or her behalf at the
Meeting. If a shareholder wishes to appoint a proxy to attend and vote in their place, that shareholder should complete
the proxy form which is enclosed with this Notice of Meeting or follow the instructions on the proxy form to lodge a
proxy online.
Either of the joint holders of a share may sign the proxy form. A proxy does not have to be a shareholder in the
Company.
The Chairman, the Directors and Chief Executive Officer offer themselves as proxy to shareholders and, if given
discretion, will vote in favour of the resolutions.
A corporation that is a shareholder may appoint a representative to attend the Meeting on its behalf in the same
manner as that which it could appoint a proxy. Corporate representatives should bring along to the Meeting evidence
of their authority to act for the relevant corporation.

Any person representing a shareholder(s) by virtue of a power of attorney must bring evidence of their authority to
vote on behalf of the shareholder(s) and power of attorney.
Proxy forms must be received by Link Market Services no later 3:00pm on Tuesday 1 December 2020. Proxy forms can
be lodged by:
• Post to PO Box 91976, Auckland 1142
• Fax to +64 09 375 5990
• Email to meetings@linkmarketservices.com
• Lodged online at https://investorcentre.linkmarketservices.co.nz/voting/SCT. You will be required to enter your CSN/
Holder number and FIN and follow the instructions from there.
SHAREHOLDER QUESTIONS
Scott Technology offers the facility for shareholders to submit questions to the Board in advance of the Meeting.
Questions should be relevant to matters at the Annual Meeting, including matters arising from the financial statements,
general questions regarding the performance of Scott Technology, and questions with regard to the resolutions. There
will also be the opportunity for shareholders to ask questions during the Meeting.
Please submit questions by completing the section on the Proxy Form and submitting to Link Market Services by
3:00pm on Tuesday 1 December 2020.
PRESENTATIONS AND SCOTT TECHNOLOGY FY20 ANNUAL REPORT
The Meeting presentations and voting results will be released to the NZX and published on the Company website at
https://www.scottautomation.com/investor-relations/announcements/.
A copy of Scott Technology’s latest Annual Report is publicly available, and copies of future Shareholder Reports will be
available on the company website at https://www.scottautomation.com/investor-relations/publications/.

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LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/SCT
Scan & email: Mail:
meetings@linkmarketservices.com
Use the enclosed reply paid
Fax: +64 9 375 5990 envelope or address to:
Deliver: Link Market Services Limited
Link Market Services Limited PO Box 91976
Level 11, Deloitte Centre, Victoria Street West
80 Queen Street, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online


General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com

PROXY FORM / ADMISSION CARD FOR SCOTT TECHNOLOGY LIMITED’S 2020 ANNUAL MEETING
The 2020 Annual Meeting of shareholders of Scott Technology Limited will be held at Scott Technology, 630 Kaikorai Valley Road, Dunedin on Thursday,
3 December 2020 and virtually via an online platform provided by Scott Technology’s share registrar, Link Market Services at
http://www.virtualmeeting.co.nz/sct20, commencing at 3:00pm.
If you will be attending online, you will require your Holder Number for verification
purposes.
Scott Technology may hold the meeting as an online-only meeting if the Company considers it necessary or desirable to do so to comply with any
applicable legal restrictions, or for health and safety reasons, associated with the COVID-19 pandemic or otherwise. If Scott exercises its discretion to
hold an online-only meeting, Scott will provide shareholders with as much notice as is reasonably practicable by way of an announcement to the NZX and
on Scott’s website.
If you are not attending the meeting but wish to be represented by proxy, please complete and return this form (in accordance with the lodgement
instructions above) to Scott Technology’s share registry, Link Market Services Limited, by no later than 3:00pm, Tuesday 1 December 2020. You can
also appoint your proxy and vote on the resolutions on the reverse of this form online by going to https://investorcentre.linkmarketservices.co.nz/voting/SCT

or by scanning the QR code above with your smartphone.

Appointment of proxy
If you are a shareholder entitled to attend and vote at the Annual Meeting, you are entitled to appoint a proxy or, in the case of a corporate shareholder,
a representative to attend and vote instead of you. This Proxy Form may be completed online, mailed, delivered, faxed or scanned and emailed in
accordance with the instructions above. A proxy can be any person of your choice and does not have to be a shareholder of Scott Technology Limited. If
you wish, you can appoint the Chairman of the Meeting as your proxy. The Chairman will vote in accordance with your instructions. If you do not name a
person as your proxy but have indicated on this form how you wish to vote, the Chairman of the meeting will vote in accordance with your express
instructions.
Voting of your holding
Direct your proxy how to vote by making the appropriate election in respect of each item of resolutions. If you elect “discretion” on any resolution, you are
directing your proxy or representative to decide how to vote on that resolution on your behalf. If you elect “abstain” box on any resolution, you are directing
your proxy or representative not to vote on that resolution. If you make more than one election in respect of a resolution your vote will be invalid on that
resolution. If you return this form without directing the proxy how to vote on any particular matter, the proxy may vote as he/she thinks fit or abstain from
voting. If you mark more than one box on an item, your box will be invalid on that item.
Attending the meeting
If you wish to vote in person, you should attend the Meeting. Please bring this form with you to the Meeting to assist with your registration. A
corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint a proxy.
That person need not also be a shareholder.
Signing instructions for proxy forms
Individual
Where the holding is in one name, this Proxy Form must be signed by the shareholder or his/her/its attorney duly authorised in writing.

Joint Holding
At least one joint security holder should sign this form (on behalf of all joint securityholders). If different joint security holders purport to appoint different
proxies, the vote of the proxy appointed by the first named joint security holder will prevail.

Power of Attorney
This Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority certified by a Notary
Public must be deposited or mailed to be received at the office of Link Market Services Limited, in any manner as per the instructions above, not later
than 3:00pm on Tuesday 1 December 2020.

Corporate Shareholder
In the case of a corporate shareholder, this Proxy Form must be signed by a director or a duly authorised officer acting under the express or implied
authority of the shareholder, or an attorney duly authorised by the shareholder.

CSN/Holder Number:
<BARCODE>

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder(s) of Scott Technology Limited

appoint __________________________________________at _________________________________________________
(full name of proxy) (e-mail address)
or failing that person
__________________________________________at _________________________________________________

(full name of proxy) (e-mail address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held on Thursday, 3 December 2020, at 3:00pm
and at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your behalf
on a show of hands or a poll and your votes will not be counted computing the required majority, for that item.
ORDINARY BUSINESS - To consider and, if thought fit, pass the following ordinary resolutions:

Tick () in box to vote

For Against Abstain Discretion


1. Re-Election of Director – Stuart McLauchlan
That Stuart McLauchlan, who retires as a Director and, being eligible, offers himself for
re-election by shareholders, be re-elected as a Director.
   
2. Election of Director – John Kippenberger
That John Kippenberger, who was appointed as a Director by the Board during the
year, be elected as a Director of the Company.
   
3. Election of Director – Alan Byers
That Alan Byers, who was appointed as a Director by the Board during the year, be
elected as a Director of the Company.
   
4. Auditor
To record the reappointment of Deloitte as auditor of the Company and to authorise the
Directors to fix the auditor’s remuneration.
   

and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or
any adjournment thereof). Unless otherwise instructed as above, the proxy will vote to abstain from voting on each such resolution. The proxy is appointed
only in respect of the above meeting or any adjournment thereof.

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting, physically or via the virtual meeting platform at http://www.virtualmeeting.co.nz/sct20, will have the
opportunity to ask questions during the meeting. If you cannot attend the Annual Meeting but would like to ask a question, you can submit a question
online by going to
https://investorcentre.linkmarketservices.co.nz/voting/SCT and completing the online validation process or complete the question
section below and return to Link Market Services. Questions will need to be submitted by 3:00pm on Tuesday, 1 December 2020. The Board will address
and answer questions at the Annual Meeting.










SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 3

Individual/Authorised Officer or attorney Individual/Authorised Officer or attorney Individual/Authorised Officer or attorney
Contact Name ___________________________________________ Contact Daytime Telephone _______________________ Date ______________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.
Question:
CSN/Holder Number:
<BARCODE>