T&G Global Limited/Announcement
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Notice of Annual Meeting 2021

AGM24 May 2021TGGConsumer Staples

NOTICE OF MEETING
Notice is hereby given that the one-hundredth Annual Meeting of Shareholders of T&G Global Limited will be held via a virtual

meeting on Wednesday 23 June 2021 commencing at 9:00am.

BUSINESS

PRESENTATIONS

A. Chairman’s Address

B. Chief Executive Officer’s Presentation

FINANCIAL STATEMENTS

To receive and consider the Financial Statements together with the report of the Directors and auditor for the period ended 31

December 2020.

RESOLUTIONS

ORDINARY RESOLUTIONS

The following ordinary resolutions will be voted on. An ordinary resolution is a resolution approved by a simple majority of votes

of shareholders entitled to vote and voting at the meeting in person or by proxy or representative.

ELECTION OF DIRECTORS

To vote upon the election of the Directors of the Company who are retiring by rotation in accordance with the Constitution and

the NZX Listing Rules and, being eligible, offer themselves for re-election:

1. “That Mr Andreas Helber be reappointed as a Director of T&G Global Limited.”

2. “That Mr Ralf Tobias Priske be reappointed as a Director of T&G Global Limited.”


To vote upon the election of a Director appointed during the year, who is required to retire in accordance with the Constitution

and the NZX Listing Rules and, being eligible, offers himself for election:

3. “That Mr Marcus Poellinger be reappointed as a Director of T&G Global Limited.”

APPOINTMENT AND REMUNERATION OF AUDITOR

4. “That under Section 207T(1) of the Companies Act 1993 the reappointment of Deloitte be confirmed, and that the Directors

be authorized to fix the fees and expenses of the auditor for the ensuing year.”

PROXIES

A shareholder entitled to attend and vote at the Annual Meeting is entitled to appoint a proxy to attend and vote on his or her

behalf. A proxy need not be a shareholder. A proxy form is enclosed with this notice of meeting. If a shareholder wishes to

appoint a proxy, then this form, duly completed by the shareholder, must be received no later than 9:00am on Monday 21 June

2021. The enclosed proxy form is to be sent to Computershare Investor Services Limited by either lodging the form online at

www.investorvote.co.nz, by mail to Private Bag 92119, Takapuna, Auckland 1142, New Zealand, by fax to +64 9 488 8787 or it may

be delivered by hand to Level 2, 159 Hurstmere Road, Takapuna.

The Chairman is willing to act as a proxy on behalf of shareholders for any shareholder who may wish to appoint him for that

purpose. In addition, where a shareholder does not name a person as their proxy but otherwise completes the proxy form in full,

or where a shareholder’s named proxy does not attend the meeting, the Chairman will act as that shareholder’s proxy and will

vote in accordance with that shareholder’s express direction. The Chairman intends to vote proxies for which he has discretion,

and for which he has authority to vote, in favour in respect of all the resolutions.

By Order of the Board

Doug Bygrave

Chief Financial Officer

T&G Global Limited

EXPLANATORY NOTES
EXPLANATORY NOTES TO RESOLUTIONS 1 AND 2

NZX Listing Rule 2.7.1, requires that the Company’s Directors must not hold office (without re-election) past the third Annual Meeting of Shareholders

following their appointment or three years, whichever is longer. Therefore, Mr Andreas Helber and Mr Ralf Tobias Priske will retire at this year’s Annual

Meeting.

Mr Andreas Helber, being eligible, offers himself for re-election. The Board has determined that Mr Helber is not an Independent Director as defined

in the NZX Listing Rules.

Mr Helber has been BayWa’s Chief Financial Officer since 2010. Mr Helber began his career at KPMG in Munich where he qualified as a tax consultant

and auditor. Mr Helber is a member of the supervisory boards of a number of private and listed companies including R+V Allgemeine Versicherung AG,

RWA Raiffeisen Ware Austria AG, and Unser Lagerhaus Warenhandelsgesellschaft m.b.H.

Mr Helber has been a Director of T&G Global since 2012 and is a member of the Finance, Risk and Investment Committee.

Mr Ralf Tobias Priske, being eligible, offers himself for re-election. The Board has determined that Mr Priske is not an Independent Director as defined

in the NZX Listing Rules.

Mr Priske started working for BayWa in 1998 as a member of the legal department providing advice to the various branches of the company and had a

leading role in the acquisition of the majority of the shares of T&G by BayWa in 2012. From 2013 to 2015 he worked for the renewable energy sector of

the BayWa Group as Deputy Legal Counsel focusing on establishing the renewable energy business in the US. In July 2015 Mr Priske was appointed as

BayWa’s Company Secretary.

Mr Priske has been a Director of T&G Global since 2018 and is a member of the Human Resources Committee.

EXPLANATORY NOTE TO RESOLUTION 3

Mr Marcus Poellinger was appointed by the Board on 14 May 2021. Pursuant to NZX Listing Rule 2.7.1 he is required to retire at the Annual Meeting

and, being eligible, offers himself for election. The Board has determined that Mr Poellinger is not an Independent Director as defined in the NZX

Listing Rules.

Mr Poellinger joined BayWa in 2008 and after occupying various management positions at the Group, in 2015 became Head of BayWa AG’s Building

Materials business division, which he successfully restructured. From 2017 to 2018, he was also Senior Executive Vice President of BayWa AG. Mr

Poellinger has been a member of BayWa’s Board of Management since 1 November 2018. He is responsible for the Agri Trade & Service and the

Agricultural Equipment business unit, Building Materials Segment, Digital Farming and the Energy business unit. He also represents the company in

management and supervisory bodies of international holdings. Mr Poellinger is a graduate in business administration and completed his professional

training in Munich, London and Sophia Antipolis (France).

EXPLANATORY NOTE TO RESOLUTION 4

Deloitte has been the auditor for T&G Global Limited since the 2012 financial year and will be automatically reappointed at this Annual Meeting unless

there is a resolution or other reason for the auditor not to be reappointed. The Company wishes Deloitte to continue as the Company’s auditor, and

Deloitte has indicated its willingness to do so.

The auditor’s fees and expenses must be fixed by the Company at the Annual Meeting, or in the manner that the Company determines at the Annual

Meeting. Therefore, shareholders are being asked to resolve that the Directors be authorised to fix the fees and expenses of Deloitte for the audit of

the Company’s financial statements for the year ending 31 December 2021.

PROCEDURAL NOTES

VIRTUAL MEETING

Given the continued international border and travel restrictions due to the COVID-19 pandemic, this year’s Annual Meeting will be held virtually. All

shareholders will have the opportunity to attend and participate in the 2021 Annual Meeting online via an internet connection (using a computer,

laptop, tablet or smartphone).

In order to participate remotely you will need to visit web.lumiagm.com on your desktop or mobile device. Ensure that your browser is compatible –

Lumi AGM supports the latest version of Chrome, Safari, Internet Explorer, Edge or 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.

Audio will stream through the selected device, so shareholders will need to ensure that they have the volume control on their headphones or device

turned up.

Shareholders will be able to view the presentations, vote on the resolutions to be put to shareholders and ask questions, by using their own computers

or mobile devices.

Shareholders will still be able to appoint a proxy to vote for them as they otherwise would, by following the instructions on the proxy form and this

Notice of Annual Meeting.

Details of how to participate ‘virtually’ are provided in the accompanying Virtual Meeting Guide, with instructions for accessing the virtual meeting.

Shareholders are encouraged to review this guide prior to the Annual Meeting.

Shareholders will require the meeting ID, which is 363-063-539 and their CSN/Securityholder Number which can be found on their proxy form, for

verification purposes.

SHAREHOLDER QUESTIONS

Shareholders are invited to submit questions prior to the Annual Meeting by email to info@tandg.global. T&G will aggregate the main themes of

questions received by 5:00pm on Monday 21 June and respond to them at the Annual Meeting. This means that not every question submitted will be

answered individually and some questions may be covered in the Chair’s Address or the Chief Executive Officer’s Address.

T&G reserves the right not to address questions that, in the Chair’s opinion, are not reasonable or appropriate in the context of an Annual Meeting, or

any written questions in advance of the meeting that were not received in time. In addition, please note that not all questions raised during the meeting

may be able to be answered during the meeting and, in this case, will be followed up after the meeting.

---

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. Y

ou 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 A

T 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

363-063-539

Remote entry to the Annual Meeting will open at 8.30AM NZT

on Wednesday 23 June 2021, with the meeting commencing

at 9

.00AM 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 T&G Global Limited. Please note, if you have logged in as a guest you will not be able to ask

any questions or vote.

T&G GLOBAL LIMITED

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.

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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