Annual Shareholders Meeting – Notice of Meeting

Notice of
Annual Shareholders’ Meeting
Notice is hereby given that the 2021 Annual Shareholders’ Meeting of
PGG Wrightson Limited (“Company”) will be held at the Napier War Memorial Centre,
48 Marine Parade, Bluff Hill, Napier on Tuesday, 19 October 2021, commencing at 9:30am.
IMPORTANT DATES AND TIMES
Latest time for online and physical receipt of proxy and
voting forms: Sunday, 17 October 2021, 9:30am
Annual Shareholders’ Meeting:
Tuesday, 19 October 2021, 9:30am
www.pggwrightson.co.nz/Investors/Shareholderswww.pggwrightson.co.nz

Order of
Business
Ordinary Resolutions
1.
Election of Dr Charlotte Severne
3. Auditor’s Appointment and Remuneration

Noting the appointment of Ernst & Young on 13 April 2021 as
the Company’s auditor under section 207R(3) of the Companies
Act 1993 (the Act) to fill the casual vacancy arising from KPMG’s
resignation, the proposed ordinary resolution is to:
(a) confirm the appointment of Ernst & Young as the Company’s auditor under
section 207P(2) of the Act; and
(b) authorise the Directors to fix the auditor’s remuneration for the following year
for the purposes of section 207S of the Act.
The Company’s Directors recommend shareholders
vote in favour of this resolution.
MSc, PhD (Geology), ONZM
Nominee for Director
Dr Charlotte Severne joined the PGG Wrightson Limited
Board on 18 June 2021 as an Independent Director.
Dr Charlotte Severne (Tūwharetoa, Tūhoe) was a commercial
scientist and executive for 20 years. She was also Deputy
Vice Chancellor at both Lincoln and Massey Universities.
In 2017 she received an ONZM for her contribution to
Science and Māori. In 2018 she was appointed The Māori
Trustee, with various governance and agency roles for
whenua Māori across New Zealand.
The Board has determined that Dr Charlotte Severne
qualifies as an Independent Director as defined by the
NZX Listing Rules.
The Company’s Directors recommend shareholders
vote in favour of Dr Charlotte Severne’s election.
2. Re-election of U Kean Seng
LLB (Hons), B.Ec
Nominee for Director
U Kean Seng is a current Director of PGG Wrightson Limited
and he joined the Board on 4 December 2012.
U Kean Seng retires by rotation in accordance with the
Company’s Constitution, and being eligible, offers himself
for re-election.
The Company’s Directors recommend shareholders
vote in favour of U Kean Seng’s re-election.
Item A: Chairman’s Address
Item B: Chief Executive’s Review
Item C: Shareholder Questions
Consideration of any shareholder
questions raised during or prior to the
meeting on the financial statements
and report, and on the performance
and management of the Company.
Item D: Ordinary Resolutions
To consider, and if thought fit, pass
the following ordinary resolutions.
Please read the explanatory notes
and other procedural information for
further information in relation to these
resolutions:
1. Election of Dr Charlotte Severne
That Dr Charlotte Severne be
elected as a Director of the
Company.
2. Re-election of U Kean Seng
That U Kean Seng be re-elected as
a Director of the Company.
3. Auditor’s Appointment and
Remuneration
T
o confirm the appointment of Ernst
& Young as the Company’s auditor

and to authorise the Directors to fix
the auditor’s remuneration
Item E: General Business
To consider such other business as may
lawfully be raised at the meeting.
On behalf of the Board of Directors.
Julian Daly
General Manager Corporate Affairs
and Company Secretary
Christchurch
New Zealand
28 September 2021
Explanatory
Notes
2 | PGG WRIGHTSON LIMITED

QUESTIONS
Cover image:
PGG Wrightson Technical Horticultural
Representative for Fruitfed Supplies, William Moss,
discusses the benefits of growing grass between
strawberry rows with Matt Ashby at Matakana
Berry Co near Warkworth, Northern Auckland,
in May 2021.
Procedural Notes,
Attendance and Voting
The resolutions required for item D
(Resolutions 1, 2, and 3) are ordinary
resolutions, requiring a simple majority of
the votes of those shareholders entitled to
vote and voting on the resolutions.
The only persons entitled to exercise votes
at the meeting will be those who are
registered as shareholders as at 9.30am
on Sunday, 17 October 2021 and only the
shares registered in those shareholders’
names at that time carry a right to vote at
the meeting. Your rights to vote may be
exercised by:
1. Attending and voting in person: or
2. Postal voting: Postal voting instructions
accompany this Notice of Annual
Shareholders’ Meeting. Shareholders
wishing to vote by post must complete
and send the postal form so that it is
received by Computershare Investor
Services Limited no later than 9.30am on
Sunday, 17 October 2021; or
3. Electronic Voting: Electronic or
online voting instructions accompany
this Notice of Annual Shareholders’
Meeting. Shareholders wishing to vote
electronically must do so no later than
9.30am on Sunday, 17 October 2021; or
4. Appointing a proxy (or
representative) to attend and vote
in your place: The proxy need not be
a shareholder of the Company and the
form of appointment of a proxy and
voting instructions accompanies this
Notice of Annual Shareholders’ Meeting.
Shareholders wishing to appoint a proxy
must complete and send the proxy form
so that it is received by Computershare
Investor Services Limited no later than
9.30am on Sunday, 17 October 2021.
Direct your proxy how to vote by making
the appropriate election, either online
or on the Proxy Form, in respect of each
resolution. If you return the Proxy Form
without directing the proxy how to vote
on any particular matter, the proxy may
vote as he/she thinks fit or abstain from
voting. If you make more than one election
in respect of a resolution your vote will be
invalid on that resolution. If you expressly
appoint the Chair of the meeting or any
other Directors as your proxy and elect to
give them discretion on how to vote on
a resolution, you acknowledge that they
will exercise your vote in favour of the
resolutions.
Following the formal part of the meeting,
the Directors invite shareholders to join
them for light refreshments.
NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 2021 | 3
Shareholders are invited to submit
questions prior to the meeting
by emailing companysecretary@
pggwrightson.co.nz.

---

PGG Wrightson Limited
Lodge your vote
Online
www.investorvote.co.nz


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corporateactions@computershare.co.nz

By Post
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Private Bag 92119, Auckland 1142,
New Zealand

By Fax
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For all enquiries contact

+64 9 488 8777
Voting Form/Proxy Form – 2021 Annual Shareholders’ Meeting on 19 October 2021
v
www.investorvote.co.nz
Vote online, 24 hours a day, 7 days a week:
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Scan the QR code to vote now.
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and Postcode/Country of Residence to vote online.
For your postal or proxy vote to be effective it must be received by 9:30am on Sunday, 17 October 2021.
Voting instructions
You may cast your vote in one of three ways:
•
By personally attending the Annual Meeting
If you plan to attend the Annual Meeting, please bring this Voting Form / Proxy Form with you.
•
By making a postal vote (online or by post, email or fax)
If you wish to cast a postal vote, please complete the postal voting form, sign in the space
provided at the end of that section and return it either by post, email (scanned attachment)
or fax to the relevant Computershare address above. Alternatively you can cast a postal vote
by visiting the Computershare website above or scanning the QR code (you need to have
already downloaded a free QR reader applicable to your smartphone). It is not necessary to
also appoint a proxy.
•
By appointing a proxy to attend the Annual Meeting
If you wish to appoint a proxy, please do this online or complete the “Proxy Form”, sign in
the space provided at the end of that section and return it either by post, email (scanned
attachment) or fax to the relevant Computershare address above. If you want your proxy
to vote on the Resolutions on your behalf (and you do not cast a postal vote), you may
also complete the voting section entitled “Resolutions” to direct your proxy how to vote
on each resolution.
If you return the Proxy Form without directing the proxy how to vote on any particular matter,
the proxy may vote as he/she thinks fit or abstain from voting.
Go online to vote or appoint a proxy, or turn over to complete the form
Signing Instructions for Postal Voting
and Proxy 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 must sign.
Power of Attorney
If the Proxy Form has been signed under a power of attorney,
a certified 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 Form.
Companies
This form must be signed by a Director jointly with either
another Director or a Company Secretary, or a Sole Director
can also sign alone. Please sign in the appropriate place and
indicate the office held.

Appoint a Proxy to Vote
on Your Behalf
Postal Voting Form or Proxy Voting
Instructions or Ballot Paper
(if a Poll is called)
Proxy/Representative Form
I/We being a Shareholder (or Shareholders) of PGG Wrightson Limited
hereby appoint of
or failing him/her of
as my proxy or representative to exercise my/our vote at the Annual Shareholders’ Meeting of PGG Wrightson Limited (“Company”) to be
held at the Napier War Memorial Centre, 48 Marine Parade, Bluff Hill, Napier on Tuesday, 19 October 2021, commencing at 9:30am and
at any adjournment of that meeting.
Ordinary resolutions supported by the Board
1. To elect Dr Charlotte Severne as a Director of the Company
n n n n
2. To re-elect U Kean Seng as a Director of the Company
n n n n
3.
T
o confirm the appointment of Ernst & Young as the Company’s auditor
and to authorise the Directors to fix the auditor’s remuneration
n n n n
Proxy
Holder’s
For Against Discretion Abstain
Signature of Shareholder(s) This section must be completed.
Shareholder 1 Shareholder 2 Shareholder 3
or Sole Director and Sole Company Secretary or Director or Director/Company Secretary
Contact Name: Contact Daytime Telephone: Date:
ATTENDANCE SLIP
Shareholders are invited to attend
the Annual Shareholders’ Meeting
of PGG Wrightson Limited at the
Napier War Memorial Centre,
48 Marine Parade, Bluff Hill, Napier
on Tuesday, 19 October 2021,
commencing at 9:30am.
•
If you wish to attend, please bring this paper. Separate the bottom section and hand it in at registration.
The Proxy Voting Instructions / Ballot Paper are for use in the event of a ballot at the meeting.
•
If you do not wish to attend and wish to appoint a proxy or representative or vote online, by email, by post or by fax,
please follow the instructions on the reverse on this form.
For your vote to be effective it must be received by 9:30am on Sunday, 17 October 2021.
Please complete this section if you have appointed a proxy or representative and wish to instruct him / her
on voting. Or please complete if you are NOT attending the meeting and are NOT appointing a proxy or
representative to attend in your place, and you wish to vote by email, by post or by fax.
DO NOT complete this section if you are voting or appointing a proxy or representative online.
(TICK ONE BOX FOR EACH RESOLUTION)
Please complete this section if you are NOT attending the meeting and wish to appoint a proxy or
representative to attend in your place. DO NOT complete this section if you are appointing a proxy
online, or if you are voting online, by email, by post or by fax.