Annual Shareholders Meeting – Notice of Rescheduled Meeting

PGG Wrightson Limited’s 2021 Annual Shareholders’
Meeting will be held via a virtual meeting only
Where
Online via Computershare’s
online meeting platform:
https://meetnow.global/nz
When
Monday
6 December 2021
commencing at 3:00pm
(New Zealand time)
Important dates
All times are given in New Zealand time
unless otherwise specified
3 December 2021, 5:00pm
Record date for voting entitlements for the
Annual Shareholders’ Meeting
4 December 2021, 3:00pm
Last date for receipt of Proxy Forms and
Voting Forms online or sent by post/email/fax
6 December 2021, 3:00pm
Annual Shareholders’ Meeting
www.pggwrightson.co.nz/Investors/Shareholderswww.pggwrightson.co.nz
Rescheduled
2021 Annual
Shareholders’
Meeting
You are encouraged to read this Notice (including
the Explanatory Notes and Procedural Notes) and the
instructions on the Proxy/Voting Form carefully.
Notice of
Annual Shareholders’ Meeting

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.
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
PGG Wrightson Limited
Christchurch
New Zealand
15 November 2021
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.
Explanatory
Notes
2 | PGG WRIGHTSON LIMITED

Virtual Meeting
– instructions
Procedural Notes
and Voting
Due to concerns about our ability to host an in-person meeting
under uncertain COVID-19 alert levels and to ensure the health
and safety of our shareholders and staff, we have decided
that the Annual Shareholders’ Meeting will be a virtual only
meeting this year. All shareholders will have the opportunity to
attend, participate, vote, and ask questions in the 2021 Annual
Shareholders’ Meeting via our share registrar’s online platform.
The Annual Shareholders’ Meeting will be accessible on both
desktop and mobile devices.
How to attend the meeting
Shareholders can attend the meeting virtually through the
Computershare Investor Services Limited meeting platform
https://meetnow.global/nz.
To access the meeting, click ‘Go’ under the PGG Wrightson
Limited meeting and then click ‘JOIN MEETING NOW’. By using
the meeting platform, you will be able to watch the meeting,
vote and ask questions online using your smartphone, tablet or
desktop device. Please refer to the Virtual Meeting Guide for more
information. You will need the latest version of Chrome, Safari, Edge
or Firefox to access the meeting. Please ensure your browser is
compatible.
If you have any questions, or need assistance with the online
process, please contact Computershare Investor Services Limited
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 or send a postal vote, as
they otherwise would, by following the instructions on the proxy
and voting form and this Notice of Annual Shareholders’ 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 Shareholders’ Meeting.
Shareholders will require their CSN/Securityholder Number,
which can be found on their proxy and voting form, for verification
purposes.
Voting thresholds
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.
Voting entitlements
The only persons entitled to exercise votes at the meeting will
be those who are registered as shareholders as at 5:00pm on
Friday, 3 December 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:
Casting your vote
You may cast your vote using one of the following options:
1. Before the Annual Shareholders’ Meeting: If you wish,
you can vote prior to the Annual Shareholders’ Meeting:
•
by completing and sending the Voting Form by post, email or
fax so that it is received by Computershare Investor Services
Limited no later than 3:00 pm on Saturday, 4 December 2021;
or
•
on the website of PGG Wrightson Limited share registry,
Computershare Investor Services Limited up until 3:00pm on
Saturday, 4 December 2021 at: www.investorvote.co.nz
2. At the Annual Shareholders’ Meeting: If you wish, you can
vote at the Annual Shareholders’ Meeting at:
https://meetnow.global/nz
Voting will be by way of poll. For more information about
voting at the Annual Shareholders’ Meeting, please refer to the
Virtual Meeting Guide that accompanies this Notice of Meeting.
3. Appoint a proxy to vote: You may appoint a proxy or
corporate representative (if the shareholder is a body
corporate) to attend the Annual Shareholders’ Meeting, to act
generally at the meeting and to vote on your behalf. Your proxy
does not need to be a PGG Wrightson Limited shareholder. To
do this, you should complete the Proxy/Voting Form. It must be
returned to the share registrar by 3:00pm on Saturday,
4 December 2021. You may return your Proxy/ Voting Form by:
•
completing the Proxy/Voting Form and either posting,
emailing or faxing it to the share registrar; or
•
completing the Proxy/Voting Form online at
www.investorvote.co.nz
NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 2021 | 3

Cover image
"Country roads, take me home" in Otago,
photographed by Kayla Redshaw for the
PGG Wrightson Landmarks Photo Collection.
Procedural Notes and
Voting continued
4 | PGG WRIGHTSON LIMITED NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 2021
Proxy/voting forms
The Proxy/Voting Form allows you to vote either for or against, or
abstain from, the resolutions notified in the Notice of Meeting.
If you appoint a PGG Wrightson Limited director as your proxy to
vote on your behalf, then any undirected proxies granted to the
director will be voted in favour of the relevant resolutions.
If, in appointing a proxy, you have inadvertently not named
someone to be your proxy, or your named proxy does not attend
the Annual Shareholders’ Meeting, the Chair of the meeting will be
your proxy and will vote in accordance with your express direction.
If you wish to be heard at the meeting you should submit your
questions in advance as provided, participate online, or appoint a
proxy to do so.
To assist shareholders wishing to exercise their voting rights at the
Annual Shareholders’ Meeting (whether online or by proxy), the
Proxy/Voting Form accompanying this Notice of Meeting has been
personalised with individual shareholder details. The Proxy/Voting
Form shows your current shareholding. If, at 5:00pm on Friday 3
December 2021, your shareholding is different from that shown
on the Proxy/Voting Form, it will be updated by PGG Wrightson
Limited’s share registry, Computershare Investor Services Limited.
Method of voting
Voting on all resolutions put before the Annual Shareholders’
Meeting will be by poll. Results of the voting will be available after
the conclusion of the meeting, and will be notified on the NZX.
Questions for the Annual Shareholders’ Meeting
If you wish to submit written questions to be considered at the
Annual Shareholders’ Meeting, please email or post them to
the following addresses:
Julian Daly
General Manager Corporate Affairs and Company Secretary
PGG Wrightson Limited
PO Box 292
Christchurch 8140
Email: companysecretary@pggwrightson.co.nz
Share Registrar
PGG Wrightsons’ share registrar in New Zealand is Computershare
Investor Services Limited.
You can manage your shareholding online via the Computershare
Investor Services Limited investor centre. To change your address,
update your payment instructions and to view your investment
portfolio, please visit www.investorcentre.com/nz.
The addresses for the share registrar are:
Computershare Investor Services Limited
Private Bag 92119
Victoria Street West
Auckland 1142
New Zealand
Phone: +64 9 488 8777
Fax: +64 9 488 8787
Email: enquiry@computershare.co.nz
www.investorcentre.com/nz
Presentations
A copy and recording of the presentations from the Annual
Shareholders’ Meeting will be available for viewing on PGG
Wrightsons Limited’s website after the conclusion of the Annual
Shareholders’ Meeting.
Recasting of votes
Votes previously cast for the original scheduled meeting
date of 19 October 2021 will not be valid for this
rescheduled meeting.
If you previously lodged your votes for the 19 October
2021 meeting we ask that you recast your vote for the
rescheduled virtual 6 December 2021 meeting.
✔

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


By Email

corporateactions@computershare.co.nz

By Post
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142,
New Zealand

By Fax
+64 9 488 8787
For all enquiries contact

+64 9 488 8777
Proxy Form/Voting Form – 2021 Annual Shareholders’ Meeting on 6 December 2021
Due to the ongoing public health restrictions relating to the spread of COVID-19, PGG Wrightson Limited
will hold its Annual Shareholders’ Meeting as a virtual meeting only. All shareholders will have the
opportunity to attend and participate in the 2021 Annual Shareholders’ Meeting via an internet connection.

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.
www.investorvote.co.nz
Vote online, 24 hours a day, 7 days a week:
Smartphone?
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 proxy to be effective it must be received by 3:00pm (New Zealand time) Saturday 4 December 2021.
How to vote on Items of Business
All your shares will be voted in accordance with your directions.
By making a vote before the Annual Shareholders’ Meeting (online or by post, email or fax)
If you wish to cast a vote before the Annual Shareholders’ meeting, please complete the 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 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.
Appointment of Proxy
If you do not plan to attend the virtual meeting, you may appoint a proxy. To do this, enter the name of your proxy
in the space allocated in ‘Step 1’ of this form. You must name a proxy for your appointment to be valid.
Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a
box your proxy may vote as they choose, except for a director (or associated person of a director) who will abstain
from voting any undirected proxy on the resolutions. If you mark more than one box on an item of business your
vote will be invalid on that item.
Appointing the Chair or any other director as your proxy
The Chair of the meeting, or any other PGG Wrightson Limited director, is willing to act as proxy for any shareholder
who wishes to appoint her or him to vote on their behalf. To appoint the Chair of the meeting or a director as your
proxy enter ‘the Chair’ or the name of the director you wish to appoint in the space allocated in ‘Step 1’ of this form.
If, in appointing a proxy, you have inadvertently not named someone to be your proxy, or your named proxy does
not attend the virtual meeting, the Chair of the meeting will be your proxy and will vote in accordance with your
express direction.
Attending the Meeting Virtually
If you propose to attend the meeting, please read the enclosed Virtual Meeting Guide prior to the meeting. You
can participate in the meeting virtually through the web platform https://meetnow.global/nz and entering the
meeting. You will be able to view presentations, ask questions and cast your vote from your own computer, mobile
or similar device. For any assistance with the process, please contact Computershare on +64 9 488 8777 between
8.30am-5.00pm Monday to Friday.
Go online to vote or appoint a proxy, or turn over to complete the form
Signing instructions for Postal Proxies
Individual
Where the holding is in one name, the
shareholder must sign this form.
Joint Holding
At least one joint shareholder should sign this
form (on behalf of all joint shareholders). If
different joint shareholders purport to appoint
different proxies, the vote of the proxy appointed
by the first named joint shareholder will prevail.
Power of Attorney
If this Proxy Form has been signed under
a power of attorney, a certified copy of the
power of attorney and a signed certificate of
non-revocation of the power of attorney must
accompany this Proxy Form.
Companies
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.
Comments & Questions
If you have any comments or questions for
PGG Wrightson Limited, please write them
on a separate sheet of paper and return them
with this form, or email
companysecretary@pggwrightson.co.nz.
Virtual
Meeting

STEP 1: Appoint a Proxy to
Vote on Your Behalf
STEP 2 : Postal Voting Form
or
Proxy Voting Instructions

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 virtually at https://meetnow.global/nz on Monday, 6 December 2021 at 3:00pm (New Zealand time) 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

P r o x y ’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:
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 virtual 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 virtual 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.
If your proxy is not the Chair of the Meeting or any other director of the Company, 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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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask
questions and submit your
votes in real time.
You will need the latest version of Chrome, Safari,
Edge or F irefox. Please ensure your browser is
compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global, select New Zealand from the
drop down and select the required meeting. Click
'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country from
the drop down box instead of the post code. Accept
the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If y
ou have any issues accessing the website please
call +64 9 488 8700.