Notice of Annual Meeting and Proxy / Voting Form

Notice of Annual Meeting of Shareholders
Wednesday, 16 December 2020
Sanford Limited (the Company) gives notice that its Annual Meeting of Shareholders will
be held at GridAKL, The Workshop Room, Level 1, 12 Madden Street, Wynyard Quarter,
Auckland 1010 on Wednesday, 16 December 2020 commencing at 2.00pm (see location
map overleaf).
The business of the meeting will be:
1. Chairman’s Introduction
2. Acting Chief Executive Officer’s Review
3. Financial Statements and Reports
To receive and consider the Financial Statements of the Company for the year ended 30 September 2020
together with the Directors’ and Auditor’s report to Shareholders.
4. Resolutions
To consider and, if thought fit, to pass the following ordinary resolutions:
Resolution 1: Election of Fiona Mackenzie: That Fiona Mackenzie, appointed by the Board as a director
effective 1 February 2020 and who retires and is eligible for election, is elected as a director
of the Company.
Resolution 2: Re-election of Peter Goodfellow: That Peter Goodfellow, who retires by rotation and is
eligible for re-election, be re-elected as a director of the Company.
Resolution 3: Auditor: To authorise the Directors to fix the fees and expenses of the Auditor.
Refer to the explanatory notes on page 2 for further details on these resolutions.
5. General Business
To consider such other business as may be properly raised at the meeting.
D C McIntosh
General Manager Corporate Affairs
12 November 2020
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Procedural Notes
For shareholders who cannot attend the Annual Meeting, the Company will be webcasting the meeting online.
Refer page 5 for further information.
Persons Entitled to Vote
The persons who will be entitled to vote at the Annual Meeting are those persons registered as holding ordinary
shares on the Company’s share register at 5:00pm on Monday, 14 December 2020.
No shareholder is restricted from voting on Resolutions 1 to 3 under the NZX Listing Rules.
Ordinary Resolutions (Resolutions 1, 2, and 3)
Each of Resolutions 1, 2 and 3 is an ordinary resolution. In order for an ordinary resolution to be passed, it must
be approved by a simple majority of the votes of those shareholders entitled to vote and voting on the resolution.
Proxy / Postal Voting
A shareholder entitled to attend and vote at the Annual Meeting is entitled to:
• appoint a proxy to attend and vote instead of the shareholder; or
• cast a postal vote instead of attending in person or appointing a proxy.
A Proxy/Voting Form is enclosed with this Notice of Annual Meeting. To be effective, the Proxy/Voting Form must be
deposited with the Company in accordance with the instructions on the form not later than 2pm, 14 December 2020.
A shareholder may appoint “The Chair of the Meeting” as Proxy. Where a direction is not given to the Chairperson as
to how to cast the vote on any Resolution, then the Chairperson intends to vote in favour of the Resolution. If, in
appointing a proxy (i.e. you mark any of the PROXY DISCRETION boxes or the YES box in Step 1 of the Voting Form),
you inadvertently do not name someone to be your proxy in Step 2 of the Voting Form, or your named proxy does not
attend the meeting (either in person or virtually), the Chair of the meeting will be your proxy and will vote in
accordance with your express direction.
A proxy need not be a shareholder of the Company. A corporation may appoint a person to attend the meeting as its
representative in the same manner as that in which it may appoint a proxy.
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ANZ Viaduct
Events Centre
ASB Waterfront
Theatre
AMENITIES
ASB
Datacom
Fonterra
Hewlett Packard
Microsoft
IBM
BUSINESSESLOCATION
Wynyard Quarter
Innovation Precinct
Wynyard Quarter
GridAKL / Mason Brothers
GridAKL / 12 Madden St
GridAKL / John Lysaght
VIADUCT
BASIN
WYNYARD
QUARTER
HALSEY ST
MADDEN ST
PAKENHAM ST W
BEAUMONT ST
SILO PARK
VICTORIA PARK
FANSHAW ST
N
O
R
T
H
-
W
E
S
T
E
R
N

M
O
T
O
R
W
A
Y
HARBOUR
BRIDGE
2KM
AUCKLAND
CBD
1KM
UNIVERSITY
CAMPUSES
2KM
BRITOMART
TRANSPORT
CENTRE
1.5KM
FERRY
TERMINAL
1.2KM
GridAKL is located midway down Madden Street, Wynyard Quarter
https://gridakl.com/how-to-get-here/
Car parking is available at the following locations:
- Jellicoe Street Carpark
- Gaunt Street
- Pakenham Street West
- Victory Church Carpark, cnr Fanshawe and Beaumont Streets

Explanatory Notes
Explanatory note 1 – Approval of appointment of director (Resolution 1)
In accordance with NZX Listing Rule 2.7.1, any director appointed by the Board during the year must retire from
office at the next annual meeting but is eligible for election at that meeting. Fiona Mackenzie, being a director
who was appointed by the Board during the year, retires from office. Being eligible, Fiona Mackenzie has offered
herself for election.
The Board considers that Fiona Mackenzie will be an independent director for the purposes of the NZX Listing
Rules if elected to the Board.
Fiona Mackenzie is Head of Direct Wealth for Jarden (formerly First NZ Capital), which includes responsibility for
the Direct Broking platform, designed to empower Kiwi investors to take charge of their financial future by
investing for themselves. Before joining Jarden, Fiona was Head of External Investments and Partnerships at the
Guardians of New Zealand Superannuation fund from 2011 to 2017, overseeing a $6 billion portfolio and chairing
the investment committee. She was Head of Traded Products, and later Head of Markets at NZX from 2009 to
2011. She previously held roles in Morgan Stanley’s institutional equities sales division in New York and San
Francisco; and worked in e-commerce product development at Credit Suisse in New York. Fiona holds an MBA
from Columbia Graduate School of Business (New York), a BCom (Accounting) / LLB from the University of Otago
and is a NZ Chartered Accountant (CA). She is also a trustee for the Outward Bound Foundation. She loves to
travel, these days accompanied by partner and two children, who she has already introduced to the power of
investing via their Kiwisaver funds.
The Board unanimously supports the election of Fiona Mackenzie and recommends that shareholders vote in
favour of Resolution 1.
Explanatory note 2 – Re-election of director (Resolution 2)
In accordance with NZX Listing Rule 2.7.1, a director must not hold office (without re-election) past the third annual
meeting following that director’s appointment or 3 years, whichever is longer.
Accordingly, Peter Goodfellow is required to retire (having held office since 2017 as a non-independent director of the
Company). Being eligible, Peter Goodfellow has offered himself for re-election.
Peter has degrees in Commerce and Law from Auckland University as well as an MBA from the University of California,
in Los Angeles. He is Chairman of trade finance and factoring company Lock Finance Limited, director of Zagga Limited
as well as other private investment companies, including Avalon Investment Trust Limited (a shareholder in Sanford).
Peter is a trustee of the Auckland Medical Research Foundation and St Andrew’s Village in Glendowie. He has previously
practiced law and for some years was a director and Chairman of former listed radio company XS Corporation Limited.
The Board considers that Peter Goodfellow will not be an independent director for the purposes of the NZX Listing
Rules, if elected to the Board, because he has served on the Board since 2006, and is associated with a significant
shareholder of the Company (Amalgamated Dairies Limited).
Peter Goodfellow has advised the Company that he will remain on the Board until the 2021 Annual Meeting of
Shareholders.
The Board unanimously supports the re-election of Peter Goodfellow and recommends that shareholders vote in favour
of Resolution 2.
Explanatory note 3 – Fixing of auditor’s fees and expenses (Resolution 3)
KPMG is automatically re-appointed as auditor under section 207T of the Companies Act 1993. Resolution 3 authorises
the Board to fix the fees and expenses of the auditor.
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Attending the Annual Meeting online
The Company will hold a hybrid Annual Meeting so that shareholders who are unable to attend in person can still
have the opportunity to attend and participate in the 2020 Annual Meeting online via Lumi AGM. By using Lumi AGM,
you will be able to listen to the Annual Meeting, view the presentations, vote and ask questions online from your
smartphone, tablet or desktop device.
To attend the Annual Meeting online, login through your web browser by visiting web.lumiagm.com. Please refer to
the Virtual Meeting Guide on page 5 for more information.
Shareholders will require their CSN/Securityholder Number and postcode for verification purposes.
If you wish to appoint a proxy to attend online via Lumi AGM on your behalf, please ensure that you provide their
contact details (phone and email) on the Voting Form.
Covid-19
As the safety of our team and shareholders is our number one priority, Sanford has made the decision that the
in-person element of the Annual Meeting will only go ahead if Auckland is at COVID-19 Alert Level 1 on
16 December 2020. Should Auckland be at COVID-19 Alert Level 2 or above on 16 December 2020, the Annual Meeting
will move to being a virtual meeting only. If this occurs, Sanford will provide shareholders with as much notice as is
reasonably practicable via the NZX and the Virtual Meeting details below will be the exclusive means of attendance.
4

STEP 1
Open Lumi AGM and enter the
Meeting ID shown in top right
corner
STEP 2
Enter your username and
password (CSN/Holder Number
and postcode)
STEP 3
When the poll is opened,
click and select your
desired voting direction
Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to visit
web.lumiagm.com on 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.
If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between 8.30am
and 5.00pm Monday to Friday (New Zealand time).
VOTING AT A GLANCE
VIRTUAL MEETING GUIDE
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
password (postcode).
APPOINTED PROXIES
A username and password will be
provided prior to the meeting.
If you have not received your username
and password, please contact
Computershare on +64 9 488 8777
between 8.30am—5.00pm Monday to
Friday (New Zealand time).
MEETING ID
314-052-092
Remote entry to the Annual Meeting will open at 1.30PM NZT
on Wednesday 16 December 2020, with the meeting
commencing at 2.00PM NZT.
OVERSEAS RESIDENTS
Username (CSN or Holder Number);
and Password (three-character ISO3
country code) e.g. AUS is the ISO3 code
for Australia.
You can find a full list at
www.computershare.com/iso3
LOGGING IN
To log in, you must have the following information (which can be found on your Shareholder’s Voting and Proxy Form) or you can log in
as a guest if you are not a shareholder in Sanford Limited. Please note, if you have logged in as a guest you will not be able to ask any
questions or vote.

USING LUMI AGM
ACCESSING THE VIRTUAL MEETING
Once you have entered web.lumiagm.
com into your internet browser, you’ll
be prompted to enter the Meeting ID
and accept the terms and conditions.
You will then be required to enter your:
>username (CSN or Holder number);
>password (postcode, or country code
for overseas residents)
NAVIGATING LUMI AGM
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the broadcast icon at the
bottom of the screen.
WATCHING THE WEBCAST
To watch the webcast, click the black
broadcast bar on screen and push
the ► button to start the webcast.
The video and/or slides will appear
shortly after (dependent on the speed
of your internet connection).
ASKING QUESTIONS
Any shareholder or appointed proxy/
representative attending the meeting
is eligible to ask questions. If you would
like to ask a question, select
then
type and submit your question. It will be
sent to the board for an answer.
Please note that not all questions may
be able to be answered during the
meeting. In this case, questions will be
followed up by email after the meeting.
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’.
NAVIGATING LUMI AGM - 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.

---

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
Notes
You may cast your vote in one of the three ways described below. You may
abstain from voting on one or more of the resolutions.
(1) Casting a postal vote
As a shareholder entitled to vote at the Annual Meeting you are entitled to vote
by postal vote. The Company’s share registrar, Computershare Investor Services
Limited, has been authorised by the Board to receive and count postal votes at
the Annual Meeting.
You can cast your postal vote online at www.investorvote.co.nz or by completing
the FOR, AGAINST or ABSTAIN boxes in ‘Step 1’ overleaf, signing this Proxy/Voting
Form and returning it to the share registrar in accordance with the instructions
above.
(2) Appointing a proxy
As a shareholder entitled to 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, if you have not cast a postal vote, vote on your behalf. A proxy need
not be a shareholder.
If you mark any of the PROXY DISCRETION boxes you must appoint a proxy for
your vote to be counted.
If you cast a postal vote, you may also appoint a proxy to attend the meeting
on your behalf by completing the YES box under the heading “Other Matters”
in 'Step 1' overleaf. The Chair of the meeting is willing to act as proxy for any
shareholder who wishes to appoint him for that purpose and intends to vote
proxies marked PROXY DISCRETION in favour of all Resolutions.
You may appoint your proxy online at www.investorvote.co.nz or by completing the
relevant sections of ‘Step 1’ and ‘Step 2’ overleaf, signing this Proxy/Voting Form and
returning it to the share registrar in accordance with the instructions above.
(3) Attending and voting in person
You should bring this Proxy/Voting Form to the meeting and hand the
attendance slip to the share registry at the entrance to the meeting.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
Where the holding is in more than one name, all of the securityholders
should sign.
Power of Attorney
If this Proxy/Voting 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/Voting Form.
Companies
This Proxy/Voting Form must be signed by a duly authorised officer or
attorney of the company. Persons who sign on behalf of a company must
be acting with the company’s express or implied authority. 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.
Go online to lodge your proxy/vote, or turn over to complete the form
Proxy/Voting Form
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
www.investorvote.co.nz
Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your postal vote or proxy to be effective it must be received by Computershare by 2:00 pm on Monday 14 December 2020

Signature of Securityholder(s) This section must be completed.
Securityholder 1 Securityholder 2 Securityholder 3
Contact Name Contact Daytime Telephone Date
SIGN
ATTENDANCE SLIP
For
Against
Proxy
DiscretionAbstain
YESNO
Notes
1. The full text of each of the resolutions is as set out in the Notice of Meeting.
2. If you mark any of the FOR, AGAINST or ABSTAIN boxes, your vote will be counted as a postal vote.
3. If you return this Proxy/Voting Form without marking any of the FOR, AGAINST, PROXY DISCRETION or ABSTAIN boxes for a particular resolution, you will be
deemed to have abstained from voting on that resolution and your votes will not be counted when calculating a majority for that resolution.
4. If you do not cast a postal vote and wish to appoint a proxy to vote on a resolution on your behalf, mark the PROXY DISCRETION box which relates to that
resolution. This means you are directing your proxy to decide how to vote on that resolution on your behalf.
5. In addition to casting a postal vote, you may also appoint a proxy to attend the meeting on your behalf by selecting YES above.
6. No voting restrictions apply in relation to Resolutions 1 to 3.
7. If, in appointing a proxy (i.e. you mark any of the PROXY DISCRETION boxes or the YES box in Step 1 of the Voting Form), you inadvertently do not name
someone to be your proxy in Step 2 of the Voting Form, or your named proxy does not attend the meeting (either in person or virtually), the Chair
of the meeting will be your proxy and will vote in accordance with your express direction.
hereby appointof
or failing him/her
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):
of
as my/our proxy/corporate representative to attend and, if applicable, exercise my vote at the Annual Meeting of Sanford Limited to be held in GridAKL, The
Workshop Room, Level 1, 12 Madden Street, Wynyard Quarter, Auckland 1010 on Wednesday, 16 December 2020 commencing at 2.00pm and at
any adjournment of that meeting and to vote on any resolutions to amend any of the resolutions, on any resolution so amended and on any resolution proposed
at the meeting (or any adjournment thereof) so as to give effect to my/our intention as set out above.
Annual Meeting of Sanford Limited to be held in GridAKL,
The Workshop Room, Level 1, 12 Madden Street,
Wynyard Quarter, Auckland 1010 on
Wednesday, 16 December 2020 commencing at 2.00pm.
Please note: If you do not plan to attend the meeting, you may cast a postal vote or appoint a proxy to vote on your behalf at the meeting.
If you mark any of the PROXY DISCRETION boxes or the YES box above you must appoint a proxy (but see Note 7 above for what will happen if you inadvertently do not
do so, or your proxy does not attend the meeting). This may be the Chair if you so wish.
I/We being a shareholder/s of Sanford Limited
Voting Instructions/Voting Form
STEP 1
Appointing a Proxy
STEP 2
Business
Resolution 1:Election of Fiona Mackenzie.
Resolution 2:Re-election of Peter Goodfellow.
Resolution 3:To authorise the Directors to fix the fees and expenses of the Auditor.
Other Matters
I wish to appoint a proxy to attend the meeting on my behalf.