Hallenstein Glasson Holdings Ltd Notice of Meeting

NOTICE OF MEETING
Notice is given that the Annual Meeting of Shareholders of Hallenstein Glasson Holdings Limited (HGHL or the Company)
will be held at Rydges Latimer, 30 Latimer Square, Christchurch, on Wednesday 9 December 2020 at 10:00 am.
The shareholders are invited to join the Directors for morning tea at 9:30am prior to the meeting.
AGENDA
GENERAL BUSINESS
1. Chairman’s Address
2. Managing Director’s Address
3. Annual Report
To receive the Annual Report, the financial statements and the Auditors’ Report for the financial year ended 1 August 2020.
4. Director Elections
To consider, and if thought fit, to elect as a Director of the Company (by ordinary resolution of the shareholders)
Sandi Vincent, who was appointed by the Board in October 2020:
Resolution 4.1: To elect Sandi Vincent as a Director
To consider, and if thought fit, to re-elect as Directors of the Company (each by ordinary resolution of the shareholders) the
following persons, who retire in accordance with the NZX Listing Rules and the Company’s constitution and offer themselves
for re-election:
Resolution 4.2: To re-elect Timothy Glasson as a Director
Resolution 4.3: To re-elect Karen Bycroft as a Director
As at the date of the notice the Board considers Ms. Vincent and Ms. Bycroft to be Independent Directors for the “purpose of
the NZX Listing Rules and that Mr. Glasson is not an Independent Director for those purposes.
See the explanatory notes.
5. Auditors
To record the reappointment of PricewaterhouseCoopers as Auditors of the Company pursuant to section 207T
of the Companies Act 1993, and authorise the Directors to fix the remuneration of the Auditors for the ensuing year.
RESOLUTIONS
The resolutions in items 4 and 5 above require approval by way of an ordinary resolution of shareholders. An ordinary resolution
is a resolution passed by a simple majority (i.e. over 50% of the votes of shareholders of the Company entitled to vote and voting).
ADDRESSES BY CHAIRMAN AND MANAGING DIRECTOR
Please note that for shareholders who are unable to attend the meeting, a transcript of the Chairman’s and Managing
Director’s addresses to the meeting (and any accompanying slide presentations) will be posted on the Company’s
website at www.hallensteinglasson.co.nz and released to NZX’s market announcement platform at the same time
or before they are delivered to the meeting.
PROXIES
1. Any shareholder of the Company entitled to attend and vote at the Annual Meeting may appoint a proxy to attend
and vote in the place of that shareholder. A proxy need not be a shareholder of the Company.
2. A proxy granted by a company must be executed by a duly authorised officer or attorney of that company.
3. Enclosed with this Notice of Meeting is a proxy form. To be valid, the proxy form must be returned duly completed
to Computershare Investor Services Ltd, Private Bag 92119, Auckland 1142, so it is received no later than
10.00am on 7 December 2020.
4. Each of the Directors of the Company listed below offers themselves as a proxy to shareholders:
Chairman – W J Bell
M J Donovan
T C Glasson
M J Ford
K Bycroft
G Popplewell
M Devine
5. If, in appointing a proxy, you have inadvertently not named someone to be your proxy, or your named proxy does
not attend the meeting, the Chair of the meeting will be your proxy and will vote in accordance with your
express direction.

EXPLANATORY NOTES
AGENDA ITEM 4 – DIRECTOR ELECTIONS
NZX Listing Rule 2.7.1 require that any director appointed by the Board must retire from office at the next annual meeting
but is eligible to seek election.
Director Sandi Vincent retires in accordance with this requirement and offers herself for election.
Sandi Vincent
Appointed: 9 October 2020
Sandi has worked in the New Zealand wholesale and retail fashion industry for over 35 years and is currently Owner and
Managing Director of Harpers Fashions Ltd trading as Hartleys. Hartleys is a privately owned New Zealand company with
24 retail stores. Sandi is passionate about fashion retail and providing customers with on trend quality garments. She has
international buying experience, working with key designers on branded product and the global sourcing of product.
Under NZX Listing Rule 2.7.1 a director must not hold office past the later of three years and the third annual meeting after
their appointment without being re-elected by shareholders.
Directors Karen Bycroft and Tim Glasson retire in accordance with these requirements and, being eligible, offer themselves
for re-election
Karen Bycroft
Appointed: 17 November 2014
Last elected: 13 December 2017
Karen is a Melbourne based retail consultant and executive coach who brings a deep and practical understanding of
retailing with 20 years of corporate experience gained within a number of organisations in the UK and Australia.
She has held senior leadership roles in a number of high profile UK brands including Interim Director of Marketing at
Marks and Spencer, Marketing Director at Adams Childrenswear, Head of Marketing at Woolworths, and Marketing
Manager at Sears Menswear.
Karen combines her retail business knowledge with considerable experience in education. She has lectured in Retailing
at Oxford Brookes Business School (UK) and is also an Associate at Melbourne Business School where she facilitates and
coaches on Leadership Programs and the Executive MBA.
Tim Glasson
Appointed: November 1985
Last elected: 13 December 2017
Tim is the Founder of Glassons womenswear retail chain and was appointed to the Board in 1985 on the merger of Glassons
with Hallenstein Brothers, he has a wealth of experience in retail previously holding the CEO role within the business for a
number of years.
The board unanimously supports the election of Sandi Vincent and the re-election of Karen Bycroft and Tim Glasson.

HALLENSTEINS.COM
GLASSONS.COM
HALLENSTEINGLASSON.CO.NZ

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How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
Any shareholder who is entitled to vote at the Annual Meeting may appoint a
proxy to attend and vote on their behalf. A proxy does not have to be a
shareholder in the Company. Each of the Directors of the Company listed below
offers themselves as a proxy to shareholders:
Chairman – W J Bell
M J Donovan
T C Glasson
M J Ford
K Bycroft
G Popplewell
M Devine
To do this, enter the name of your proxy in the space allocated in ‘Step 1’ of this
form. Alternatively you can appoint a proxy online at www.investorvote.co.nz.
If, in appointing a proxy, you have inadvertently not named someone to be your
proxy, or your named proxy does not attend the meeting, the Chair of the
meeting will be your proxy and will vote in accordance with your express
direction.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you mark more than one box on an item your vote will be invalid
on that item.
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Signing Instructions for Postal Forms
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Where the holding is in one name, the securityholder must sign.
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Where the holding is in more than one name, all of the securityholders should
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Companies
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Comments & Questions
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a separate sheet of paper and return with this form.

STEP 1
hereby appointof
or failing him/her
of
STEP 2
ATTENDANCE SLIP
SIGN
Contact Name Contact Daytime Telephone Date
Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
I/We being a shareholder/s of Hallenstein Glasson Holdings Limited
as my/our proxy to vote for me/us at the Annual Meeting of Shareholders of Hallenstein Glasson Holdings Limited to be held at Rydges Latimer, 30 Latimer Square,
Christchurch at 10.00 am on Wednesday 9th of December 2020 and at any adjournment of that meeting.
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in
computing the required majority.
Items of Business - Voting Instructions/Ballot Paper (if a Poll is called)
Signature of Securityholder(s) This section must be completed.
Securityholder 1
or Sole Director/Director
Securityholder 2
or Director (if more than one)
Securityholder 3
Annual Meeting of Shareholders of Hallenstein Glasson
Holdings Limited to be held at Rydges Latimer, 30 Latimer
Square, Christchurch at 10.00 am on Wednesday 9th of
December 2020 and at any adjournment of that meeting.
ForAgainst
Proxy
DiscretionAbstain
Resolution 4Election of directors:
4.1 To elect Sandi Vincent as a Director
4.2 To re-elect Timothy Glasson as a Director
4.3 To re-elect Karen Bycroft as a Director
Resolution 5To record the reappointment of PricewaterhouseCoopers as Auditors of the Company pursuant to section
207T of the Companies Act 1993, and authorise the Directors to fix the remuneration of the Auditors for
the ensuing year.