KFL Notice of Annual Meeting of Shareholders – 6 Aug 2021
THE BUSINESS OF THE MEETING WILL BE:
A. Annual Report
To receive the annual report for the year ended 31 March 2021.
B. Resolutions
1. Election of Director
To re-elect Carol Campbell as a director of the Company.
The NZX Listing Rule 2.7.1 requires that a director does not hold office (without re-election) past the third annual
meeting following the director’s appointment or three years, whichever is longer.
Carol Campbell retires by rotation in accordance with the NZX Listing Rules, and being eligible, offers herself for
re-election. The board unanimously supports the re-election of Carol Campbell as an independent director. See
Explanatory Note for Resolution 1 for further information.
2. Election of New Director
To elect David McClatchy as a director of the Company.
In accordance with the governance requirements of the NZX Listing Rules and following the retirement of Carmel
Fisher from the board, David McClatchy seeks election to the board.
The board unanimously supports the election of David McClatchy as an independent director. See Explanatory
Note for Resolution 2 for further information.
3. Auditor Remuneration
To authorise the board to fix the remuneration of the auditor for the ensuing year.
See Explanatory Note for Resolution 3 for further information.
Notice is hereby given that the 2021 Annual Meeting of Shareholders of Kingfish Limited (“Kingfish”
or “the Company”) will be held in Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland on
Friday, 6 August 2021 and online via Lumi at www.web.lumiagm.com, commencing at 10:30am.
If the Company is prevented from being able to hold the Annual Meeting in person on the Meeting
Date as a result of COVID-19 restrictions, shareholders will only be able to join the meeting online
at www.web.lumiagm.com. When participating online, shareholders will require their shareholder
number, found on the enclosed proxy form, for verification purposes. Online participation details are
set out below.
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
1
2
C. General Business
To consider any other business that may properly be brought before the meeting.
Each of the resolutions being put to the meeting are proposed as ordinary resolutions and, to be passed, require approval
at the meeting by a simple majority of the votes of those shareholders entitled to vote and voting on the resolution.
The board of Kingfish recognises that the Annual Meeting of Shareholders is an important forum at which shareholders
can meet the board. We welcome your input and encourage you to submit any questions you may have in writing prior to
the meeting to:
Kingfish Limited
Private Bag 93502, Takapuna, Auckland 0740
Phone +64 9 489 7094
enquire@kingfish.co.nz
On behalf of the board
Alistair Ryan
Independent Chair
The Ellerslie Event Centre is situated at 80-100 Ascot Ave, Greenlane. Car parking is provided at the venue.
Attendees will be required to comply with any Ministry of Health guidelines which may be in place at the time and any
venue health and safety procedures.
PROCEDURAL NOTES
1. The only persons who are entitled to vote at the meeting are those shareholders whose names are recorded in the share
register of the Company at 5.00pm on Wednesday 4 August 2021.
2. A shareholder may attend the meeting and vote or may appoint a proxy to attend the meeting and vote in place of the
shareholder.
3. A proxy need not be a shareholder of the Company. If you appoint a proxy, you may either direct your proxy how to
vote for you, or you may give the proxy discretion to vote as he or she sees fit. The Chair of the meeting is prepared to
act as proxy. Any undirected votes in respect of a resolution, where the Chair (or any other director) is appointed as
a proxy, will be voted in favour of the relevant resolution, other than when he or she is prohibited from voting on that
resolution.
4. If you wish to appoint a proxy you should complete the proxy form which is enclosed with this notice of meeting. Proxy
forms must be returned to the office of Kingfish’s share registrar, Computershare Investor Services Limited, either by email
enquiry@computershare.co.nz, by delivery to Level 2, 159 Hurstmere Road, Takapuna, Auckland or by mail to Private
Bag 92119, Auckland 1142, so as to be received not later than 10.30am on Wednesday 4 August 2021.
EXPLANATORY NOTE FOR RESOLUTION 1 – RE-ELECTION OF DIRECTOR
Carol Campbell BCom, FCA, CMInstD
Independent director
Term of Office
Carol Campbell was first appointed to the board on 5 June 2012 and last elected at the
2018 Annual Meeting.
Board Committees
Chair of the Audit and Risk Committee
Member of the Remuneration & Nomination Committee
Member of the Investment Committee
Biography
Carol Campbell is an experienced company director who has a sound understanding of efficient board governance and
extensive financial experience. Carol is a director and Chair of the Audit and Risk committees of Barramundi and Marlin
Global, and Chair of the Audit and Risk committee of Kingfish. Carol also holds a number of directorships across a broad
spectrum of companies including T&G Global, New Zealand Post, Chubb Insurance New Zealand and NZME, where she is
also the Chair of the Audit and Risk committees and she is a director of Kiwibank. Carol is a Fellow of Chartered Accountants
Australia and New Zealand. Carol had her own chartered accountancy practice for 11 years after a successful career as a
partner at Ernst & Young for over 25 years. Carol’s principal place of residence is Auckland.
The board considers that Carol Campbell is an independent director for the purposes of the NZX Listing Rules. The board
unanimously supports the re-election of Carol Campbell.
EXPLANATORY NOTE FOR RESOLUTION 2 – ELECTION OF DIRECTOR
David McClatchy BCom
Independent director
Term of Office
David McClatchy was appointed to the board on 1 July 2021 and as required by the
Company’s Constitution and the NZX Listing Rules must be elected by shareholders at the
2021 Annual Meeting.
Board Committees
Member of the Audit & Risk Committee
Member of the Remuneration & Nomination Committee
Member of the Investment Committee
Biography
David McClatchy is an experienced company director who has extensive investment management experience across New
Zealand and international markets over the last 35 years. David is a director of Barramundi and Marlin Global. Before
returning to New Zealand in 2019, David was Group Chief Investment Officer for Insurance Australia Group and Director
and Head of IAG Asset Management. Prior to this, David had a 16 year career with ING as Chief Executive and Chair of
ING Investment Management in Australia and Chief Investment Officer and Director of ING New Zealand. David’s principal
place of residence is Tauranga.
The board considers that David McClatchy is an independent director for the purposes of the NZX Listing Rules. The board
unanimously supports the election of David McClatchy.
EXPLANATORY NOTE FOR RESOLUTION 3 – AUDITOR REMUNERATION
PricewaterhouseCoopers is automatically re-appointed as auditor under section 207T of the Companies Act 1993. Under
section 207S of the Companies Act auditor fees and expenses must be fixed in the manner determined at the annual meeting
of shareholders. This resolution authorises the board to fix the remuneration of the auditor.
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ONLINE PARTICIPATION DETAILS
Provided COVID-19 restrictions do not prevent the Company from being able to hold the Annual Meeting in person on the
Meeting Date, shareholders will be able to attend and participate in the Annual Meeting in person at Ellerslie. Shareholders
may also choose to participate in the Annual Meeting online via Lumi at www.web.lumiagm.com. However, should the
COVID-19 threat level be higher than Alert Level One in Auckland on the day of the Annual Meeting, or if the Government
restrictions mean that an in-person meeting cannot take place, the Company will need to move to a fully online Annual
Meeting. The Company will notify shareholders by email and a notice on NZX, and will post details on the Company’s
website, if it is necessary for the Annual Meeting to take place fully online.
In order to participate remotely, shareholders should visit www.web.lumiagm.com on their desktop or mobile device and
ensure that the browser is compatible – Lumi AGM supports the latest version of Chrome, Safari, Internet Explorer, Edge or
Firefox.
If shareholders have any questions or need assistance with the online process, please contact Computershare on
+64 9 488 8777 between 8.30am and 5.00pm (NZ time) Monday to Friday.
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 Meeting.
Please note that not all questions may be able to be answered during the meeting. In this case, questions will be followed up
after the 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 and download the App prior to the Annual
Meeting of Shareholders.
Shareholders will require the meeting ID (which is 357-400-230) as well as their CSN/Securityholder Number, which can be
found on their proxy form, for verification purposes.
The safety of our shareholders remains our key focus and if anyone is feeling unwell they must not attend the meeting in
person.
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Annual Meeting of the Shareholders of Kingfish Limited
Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland
Friday 06 August 2021 at 10:30am
Go online to vote, or turn over to complete the form
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
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
(on behalf of all shareholders). In the case of joint shareholders, if the shareholders
appoint different proxies, the vote of the proxy appointed by the first shareholder
will be counted.
Power of Attorney
If the form is signed under a power of attorney, a certificate of non-revocation
must be completed and a certified copy of the power of attorney must be
produced to the company unless it has already been noted by the company.
Companies
This form must be signed by a duly authorised Director or duly authorised officer
or attorney. Please sign in the appropriate place and indicate the office held.
How to Vote on Resolutions
All your securities will be voted in accordance with your directions.
Appointment of Proxy
As a shareholder you may attend the meeting and vote, or you may appoint a
proxy to attend the meeting and vote on your behalf. A proxy can be any person
of the shareholder’s choice and does not have to be a shareholder. The Chair, or
any other Director, is willing to act as a proxy for any shareholder who wishes
to appoint him or her for that purpose. Any undirected votes in respect of a
resolution, where the Chair or any other Director is appointed proxy, will be voted
in favour of the relevant resolution, other than when he or she is prohibited from
voting on that resolution. To appoint a proxy, please enter the name of your proxy
in the space allocated in ‘Step 1’ overleaf of this form.
If you do not name a person as your proxy, but otherwise complete the
proxy form in full, or your named proxy does not attend the meeting, the
Chair will be appointed your proxy and will vote in accordance with your
express direction (subject to any voting prohibitions), and any discretion
granted on how to vote will be voted in favour of the relevant resolution.
Voting of your holding
Direct your proxy how to vote or give the proxy discretion as to how to vote on
the resolutions by completing FOR, AGAINST, ABSTAIN or PROXY DISCRETION
box on ‘Step 2’ overleaf. If the form is returned without a direction as to how the
proxy shall act on a resolution the proxy will exercise the proxy’s discretion as to
whether to vote and, if so, how.
If you propose to ATTEND the Annual Meeting:
Bring this admission card, proxy form and voting instructions/ballot paper to the
share registry at the entrance to the meeting.
If you do NOT propose to attend the Annual Meeting:
Please complete and sign the proxy and voting instruction sections in ‘Step 1’
and ‘Step 2’ overleaf of this form, sign the form and return it to the share
registrar.
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: For security reasons it is important that you keep your CSN/Securityholder Number confidential. To vote online
you will need the above Control Number, your CSN/Securityholder Number and postcode (or country of residence if you reside
outside of New Zealand).
Lodge your proxy online, 24 hours a day, 7 days a week:
Proxy/Voting Form
Want to vote online? Visit www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your vote to be effective it must be received by 10:30am on Wednesday 04 August 2021.
If shareholders do not wish to attend the meeting in person at Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland,
shareholders will have the opportunity to participate in the 2021 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 2021 that accompanies this Proxy/Voting Form.
Proxy/Corporate Representative Form
Elect Electronic Communications
Appoint a Proxy to Vote on Your Behalf
STEP 1
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 Annual Meeting of the Shareholders of
Kingfish Limited to be held in Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland and virtually through Lumi (refer to the enclosed Virtual Meeting
Guide) on Friday 06 August 2021 at 10:30am and at any adjournment of that meeting and as my proxy thinks fit on any additional resolution or amendment to resolutions
so as to give effect to my/our intention as set out below where possible.
appointof
or failing him/herof
I/We being a shareholder/s of Kingfish Limited
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Voting Instructions/Voting Form
STEP 2
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. Unless otherwise
instructed, the proxy will vote as he/she thinks fit.
ATTENDANCE SLIP
Annual Meeting of the Shareholders of Kingfish Limited to
be held in Guineas Room 1, Ellerslie Event Centre, Greenlane,
Auckland and virtually through Lumi (refer to the enclosed
Virtual Meeting Guide) on Friday 06 August 2021 at 10:30am.
Proxy
Discretion
Resolutions:
1. To re-elect Carol Campbell as a director of the Company.
2. To elect David McClatchy as a director of the Company.
3.To authorise the board to fix the remuneration of the auditor for the ensuing year.
For
Against
Abstain
Signature of Shareholder(s) This section must be completed.
SIGN
or duly authorised director, officer or attorneyor Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
If your proxy will be attending the meeting remotely, 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):
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VOTING AT A GLANCE
STEP 1
Open Lumi AGM and enter the
Meeting ID shown in top right
corner
STEP 2
Enter your username and
pas swor d (CSN/Holder Number
and postcode)
STEP 3
When the poll is opened,
click and select your
desired voting direction
Vir tual meetings are accessible on both desk top and mobile devices. In order to par ticipat e remotely you will need to visit
web.lumiagm.com on your desk top or mobile device. You will need to ensure that your browser is compatible — Lumi AGM supports the
latest ver sions of Chrome, Saf ari, Internet Explorer , Edge and Firefox.
If you have any questions, or need assistance with the online process, pleas e contact Computer share on +64 9 488 8777 between 8.30am
and 5.00pm Monday to Friday (New Zealand time).
VIRTUAL MEETING GUIDE
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
pas swor d (postcode).
APPOINTED PROXIES
A username and pas swor d will be
pr ovided prior to the meeting.
If you have not r ec eived your username
and pas swor d, pleas e contact
Computer share on +64 9 488 8777
between 8.30am—5.00pm Monday to
Friday (New Zealand time).
MEETING ID
357-400-230
Remote entry to the Annual Meeting will open at 10.00AM
NZT on Friday 6 August 2021, with the meeting commencing
at 10.30AM NZT.
OVERSEAS RESIDENTS
Username (CSN or Holder Number);
and Pas swor d (three-character ISO3
country code) e.g. AUS is the ISO3 code
for Aus tr alia.
You can find a full list at
www.computer share.com/is o3
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 . 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 enter ed web.lumiagm.
com into your internet browser , y ou’ll
be prompted to enter the Meeting ID
and accept the terms and conditions.
You will then be required to enter your:
>us ername (CSN or Holder number);
>pas sword (postcode, or country code
for overseas residents)
NAVIGATING LUMI AGM
When successfully authenticat ed, the
in fo scr een will display.
You can view meeting information, ask
questions and wat ch the webcast.
If you would like to wat ch the webcast,
pr ess the broadcas t icon at the
bottom of the scr een.
WATCHING THE WEBCAST
To wat ch the webcas t, click the black
br oadcas t bar on scr een and push
the
button to star t 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
lik e to ask a question, select
then
type and submit your question. It will be
sent t o the boar d for an answer .
Pleas e note that not all questions may
be able to be answer ed during the
meeting. In this cas e, 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 scr een—from here, the
resolution and voting choices will be
displayed.
To vote, simply select your voting
direction from the options shown on
scr een. To change your vote, simply
select another direction—you can cancel
your vote by clicking ‘Cancel’.
NAVIGATING LUMI AGM - DESKTOP
When successfully authenticat ed, the
in fo scr een will display.
You can view meeting information, ask
questions and wat ch the webcast.
If you would like to wat ch the webcast,
pr ess the
button to star t the
webcas t.
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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