Savor Notice of Meeting 2021

P 1Savor Limited Notice of Annual Meeting
Notice of
Annual Meeting
2021

P 2Savor Limited Notice of Annual Meeting
Notice of Annual Meeting
Notice is given that the Annual Meeting of shareholders of Savor Limited (“Savor”) will be held at Non Solo
Pizza, 259 Parnell Road, Auckland, on Thursday 23 September 2021, commencing at 3:00pm.
The heart of the Savor Group is our iconic venues and hosting the Annual Meeting at one of those venues is a
great opportunity to share this with our shareholders. The Annual Meeting will be held physically only, so as to
encourage as many shareholders to attend in person and because there is a material cost to Savor involved with
holding a hybrid or online meeting.
In the event that COVID-19 related restrictions are in place which presents Savor from holding a physical
meeting, or the Board otherwise determines a physical meeting is inappropriate in the circumstances, then
the Board may decide to hold a virtual only Annual Meeting or to adjourn the meeting until it can be held in
compliance with Government alert levels. The Company shall advise shareholders of any decision by the Board
to move to an entirely virtual meeting through an announcement to the NZX.
Business
1 Chair’s address
2 CEO’s address
3 Ordinary resolutions
a. To elect Ryan Davis
That Ryan Davis be elected as a Director of Savor
b. To elect Louise Alexander
That Louise Alexander be elected as a Director of Savor
c. To appoint EY as Savor’s auditor
That EY be appointed as Savor’s auditor, and that the Directors be authorised to
fix the fees and expenses of the auditor.
4 Shareholder questions
By order of the Board
Tim Peat
Group CFO
Auckland, New Zealand
30 August 2021

P 3Savor Limited Notice of Annual Meeting
Explanatory Notes
These explanatory notes have been prepared for the information of
shareholders in relation to the business to be conducted at Savor’s 2021
Annual Meeting of Shareholders.Additional information available under
continuous disclosure obligations
Persons entitled to vote
The persons who will be entitled to vote at the Meeting are those persons
(or their proxies or representatives) registered as holding Ordinary Shares
on Savor’s share register at 5:00pm on Tuesday 21 September. Voting
at the Annual Meeting will be by way of poll. Results of voting will be
announced to the NZX following the finalisation of the voting results.
An ordinary resolution is a resolution passed by a simple majority of the
votes cast of the shareholders entitled to vote and voting.
Proxies and representatives
Shareholders may exercise their right to vote at the meeting either by
being present in person or by appointing a proxy to attend and vote in
their place. A proxy need not be a shareholder of Savor. The Chair of the
meeting is willing to act as proxy for any shareholder who may wish to
appoint him for that purpose. The Chair intends to vote in favour of all
resolutions. A body corporate shareholder may appoint a representative
to attend the meeting on its behalf.
Proxy appointments (whether made online or by completing a form)
must be received by Savor’s share registry no later than 3:00pm on
Tuesday 21 September 2021 being 48 hours before the meeting.
To appoint a proxy and vote online please visit the Link Investor Centre
website https://investorcentre.linkmarketservices.co.nz/voting/SVR
and follow the prompts. Shareholders will require their CSN/Holder
Number and Authorisation Code (FIN) to vote online.
Alternatively, Shareholders may appoint a proxy by completing a Proxy
Form enclosed and return it to Link Market Services in accordance with
the instructions on the proxy form.
Shareholder Questions
Shareholders are invited to submit questions prior to the Annual Meeting
via the online voting platform, a completed proxy form, or by email
(contact@savor.co.nz). Savor will aggregate the main themes of
the questions received by 5:00pm on Monday 20 September 2021 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 CEO’s Address.

P 4Savor Limited Notice of Annual Meeting
RESOLUTION 1:
Election of Ryan Davis
Ryan Davis was elected to the Board in April 2021 and therefore offers
himself for election by shareholders at the 2021 Annual Meeting. Ryan is
currently the Chair of the Audit & Risk Committee and a member of the
People & Culture and Remuneration Committees.
Ryan is the founder and Managing Director of GreenMount Advisory
based in Sydney, Melbourne and Auckland, established in September 2018.
Prior to this, Ryan was a Senior Partner and Asia-Pacific Private Equity Tax
Leader for EY, after joining EY in 2011. Ryan has been the lead Partner on
some of Australia and New Zealand’s largest private equity transactions
with over 20 years’ experience advising global and domestic clients on
mergers, acquisitions, and divestments. Ryan’s extensive experience in
strategic transactions and strong financial background will prove vital as
the Group continues to execute its growth strategy. Ryan is a Chartered
Accountant.
The Board considers Ryan to be an independent director and unanimously
recommends that shareholders vote in favour of his election.
RESOLUTION 2:
Election of Louise Alexander
Louise Alexander was elected to the Board in April 2021 and therefore
offers herself for election by shareholders at the 2021 Annual Meeting.
Louise is currently the Chair of the People & Culture Committee and a
member of the Audit & Risk and Remuneration Committees.
Louise is a senior HR practitioner and people leader and is currently the
HR Director for Bell Gully, a role which she has held since 2015. Louise has
developed and led Bell Gully’s HR strategy over that time, focusing on
communication, diversity and culture, and supporting and developing
people through the talent management programme. Louise has a passion
for the not for profit sector, with both management and governance roles
in various organisations throughout her career. Louise brings a critical
skillset to Savor, where the success of the Group is driven by its teams
in the venues. Savor continues to look for innovative ways to develop
and reward our teams, and Louise’s appointment will bring strength to
continuing that process.
The Board considers Louise to be an independent director and
unanimously recommends that shareholders vote in favour of her election.
Resolutions

P 5Savor Limited Notice of Annual Meeting
Resolutions continued
About Savor
Savor Limited (NZX: SVR), is a holding company for Savor Group
Limited, established in 2011, one of New Zealand’s largest hospitality
businesses with 10 iconic venues in Auckland, including Azabu Ponsonby,
Azabu Mission Bay, Ebisu and Non Solo Pizza, each with its own unique
concept, culture and offering. In April 2021, Savor’s wholly-owned
subsidiary Amano Group Limited acquired the business and assets of
iconic Auckland venues Amano, Ortolana, and The Store from Hipgroup,
bringing further strength and depth to the Group. Savor has a reputation
for originality, the quality of its products and the high standard of
service that is consistent across the company portfolio.
RESOLUTION 3:
Appointment of EY as Savor’s auditor
EY were appointed as Savor’s auditor in February 2021. This resolution
provides for that appointment to be confirmed by shareholders at the
Annual Meeting. Section 207S of the Companies Act 1993 provides that
the fees and expenses of EY as auditor are to be fixed in such a manner
as Savor determines at the Annual Meeting. The Board proposes that,
consistent with commercial practice, the auditor’s fees should be fixed
by the Directors.

P 6Savor Limited Notice of Annual Meeting

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PROXY FORM
Online
https://investorcentre.linkmarketservices.co.nz/voting/SVR
Scan & Email
meetings@linkmarketservices.com

Deliver
Link Market Services
Level 30, PwC Tower
15 Customs Street, PwC Tower
Auckland, 1010
Mail
Use the enclosed reply paid
envelope or address to:
Link Market Services Limited
PO Box 91976 Auckland
1142 New Zealand


SCAN THIS QR CODE WITH YOUR SMARTPHONE AND VOTE ONLINE

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


PROXY FORM FOR THE 2021 ANNUAL MEETING
The Savor Limited Annual Meeting of Shareholders will be held at Non Solo Pizza, 259 Parnell Road, Auckland, on Thursday,
23 September 2021, commencing at 3:00pm. For your proxy to be effective it must be received by 3:00pm on Tuesday 21
September 2021 being 48 hours before the meeting.

APPOINTMENT OF PROXY
If you DO NOT plan to attend the meeting, you may appoint
a proxy. The proxy need not be a shareholder or Director
but the Chairman of the meeting or any other Director is
willing to act as proxy for any shareholder who appoints him
or her for that purpose.
Any corporation that is a shareholder of the Company may
appoint a person as its representative to attend the meeting
and vote on its behalf, in the same manner as that in which
it could appoint a proxy.

VOTING OF YOUR HOLDING
Direct your proxy how to vote by making the appropriate
election, either online or on this Proxy Form, in respect of
each item of business (resolutions a to c). If you do not make
an election in respect of a resolution your proxy may vote as
they choose. If you make more than one election in respect
of a resolution your vote will be invalid on that resolution.

PROXY DISCRETION
If this form is returned without a person specified as proxy,
the Chairman of the Meeting is deemed to be the proxy to
the extent of the voting instructions.
If you expressly appoint the Chairman of the Meeting or any
other Director as your proxy and elect to give them
discretion on how to vote on a resolution, you acknowledge
that they may exercise your vote even if they have an
interest in the outcome of that resolution.
The Chairman of the meeting and the Directors intend to
vote all discretionary proxies in favor of all resolutions.
ATTENDING THE MEETING
If you wish to attend and vote at the meeting, please bring
this Proxy Form with you to the meeting to assist with your
registration.


SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual
Where the holding is in one name, the security holder
must sign.

Joint holding
Where the holding is in more than one name, either of the
security holders may sign.

Company
This Proxy Form must be signed by a duly authorised officer
or attorney. Persons who sign on behalf of a company must
be acting with the company’s express or implied authority.

Power of Attorney
If this Proxy Form has been signed by an attorney, a copy of
the power of attorney under which it was signed (if not
previously provided to the Registrar), and a signed certificate
of non-revocation of the power of attorney must accompany
this Proxy Form.

PROXY/CORPORATE REPRESENTATIVE FORM

STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I / We being a shareholder(s) of Savor Limited

hereby appoint
of


or failing him/her
of

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 Shareholders of Savor Limited to be held at Non Solo Pizza, 259 Parnell Road, Auckland, on Thursday, 23
September 2021, commencing at 3:00pm and at any adjournment of that meeting.


STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
ORDINARY RESOLUTIONS


a. That Ryan Davis be elected as a Director of Savor.

b. That Louise Alexander be elected as a Director of Savor.

c. That EY be appointed as Savor’s auditor, and that the Directors be
authorised to fix the fees and expenses of the auditor.




STEP 3: SHAREHOLDER QUESTIONS


FOR









AGAINST







ABSTAIN
PROXY
DISCRETION







Shareholders present at the Annual Meeting 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://investor.linkmarketservices.co.nz/voting/SVR and completing the online validation process OR complete the question
section below and return to Link Market Services in the reply paid envelope enclosed. Questions will need to be submitted by
5:00pm on Monday 20 September 2021. 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

Or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney

Contact Name Contact Daytime Telephone Date

Electronic Investor Communications:
If you received the Notice of Meeting & Proxy by mail and wish to receive your future investor communications by email please provide your
email address below.
Question: