Hallenstein Glasson Holdings Ltd Notice of Meeting

NOTICE OF MEETING

Notice is given that the Annual Meeting of Shareholders of Hallenstein Glasson Holdings Limited (HGHL or the Company) will be held at
Rydges Latimer, 30 Latimer Square, Christchurch, and online at https://meetnow.global/nz on Tuesday 21 December 2021 at 10:00 am.
The shareholders are invited to join the Directors for morning tea at 9:30am prior to the meeting.
COVID-19 IMPLICATIONS
The Company is closely monitoring restrictions in New Zealand as a result of the COVID-19 pandemic. Having regard to the health & safety of
our stakeholders and people, depending on the COVID-19 alert levels on or ahead of the date of the Annual Meeting, the Company may elect
to hold this Annual Meeting as an online meeting only. In such circumstances, the Company will provide shareholders with as much notice as
is reasonably practicable by way of an announcement to the NZX and on the Company’s website including providing details of how to
participate in an online meeting.
AGENDA
GENERAL BUSINESS
1. Chairman’s Address
2. Chief Executive Officer’s Address
3. Annual Report
To receive the Annual Report, the financial statements and the Auditors’ Report for the financial year ended 1 August 2021.
4. Director Elections
To consider, and if thought fit, to elect as a Director of the Company (by ordinary resolution of the shareholders) James Glasson,
who was appointed by the Board in April 2021:
Resolution 4.1: To elect James Glasson as a Director
To consider, and if thought fit, to re-elect as Directors of the Company (each by ordinary resolution of the shareholders) the following
persons, who retire in accordance with the NZX Listing Rules and the Company’s constitution and offer themselves for re-election:
Resolution 4.2: To re-elect Warren Bell as a Director
Resolution 4.3: To re-elect Graeme Popplewell as a Director
Resolution 4.4: To re-elect Mary Devine as a Director
As at the date of the notice the Board considers Mr. Popplewell to be an Independent Director for the purpose of the NZX Listing Rules,
and that Mr. Bell and Ms. Devine are not Independent Directors for those purposes. Mr. James Glasson is considered an Executive Director
for the purpose of the NZX Listing Rules.
See the explanatory notes.
5. Auditors
To record the reappointment of PricewaterhouseCoopers as Auditors of the Company pursuant to section 207T of the Companies Act 1993,
and authorise the Directors to fix the remuneration of the Auditors for the ensuing year.
RESOLUTIONS
The resolutions in items 4 and 5 above require approval by way of an ordinary resolution of shareholders. An ordinary resolution is a
resolution passed by a simple majority (i.e. over 50% of the votes of shareholders of the Company entitled to vote and voting).
ADDRESSES BY CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Please note that for shareholders who are unable to attend the meeting, a transcript of the Chairman’s and Chief Executive Officer’s addresses
to the meeting (and any accompanying slide presentations) will be posted on the Company’s website at www.hallensteinglasson.co.nz and
released to NZX’s market announcement platform at the same time or before they are delivered to the meeting.
PROXIES
1.
Any shareholder of the Company entitled to attend and vote at the Annual Meeting may appoint a proxy to attend and vote
in the place of that shareholder. A proxy need not be a shareholder of the Company.
2.
A proxy granted by a company must be executed by a duly authorised officer or attorney of that company.
3. Enclosed with this Notice of Meeting is a proxy form. To be valid, the proxy form must be returned duly completed to Computershare
Investor Services Ltd, Private Bag 92119, Auckland 1142, so it is received no later than 10.00 am on 19 December 2021.
4.
Each of the Directors of the Company listed below offers themselves as a proxy to shareholders:
Chairperson – W J Bell
T C Glasson
M J Ford
K Bycroft
G Popplewell
M Devine
S Vincent
J Glasson
5. If, in appointing a proxy, you have inadvertently not named someone to be your proxy, or your named proxy does not attend the meeting,
the Chair of the meeting will be your proxy and will vote in accordance with your express direction.

AGENDA ITEM 4 — DIRECTOR ELECTIONS
NZX Listing Rule 2.7.1 require that any director appointed by the Board must retire from office at the next annual meeting but is
eligible to seek election.
Executive Director James Glasson retires in accordance with this requirement and offers himself for election.
James Glasson
Appointed: 29 April 2021
James joined Glassons Australia in 2013, after completing a Master of Arts; Fashion Retail at the London College of Fashion
(University of Arts). Taking on various roles within the business over the last 8 years, including Brand Manager, General Manager,
Acting National Retail Manager, James was appointed to CEO of Glassons Australia in October 2017.
Under NZX Listing Rule 2.7.1 a director must not hold office past the later of three years and the third annual meeting after their
appointment without being re-elected by shareholders.
Directors Warren Bell, Graeme Popplewell and Mary Devine retire in accordance with these requirements and, being eligible, offer
themselves for re-election.
Warren Bell
Appointed: December 1986
Last re-elected: 12 December 2018
Warren Bell is a non-executive Director and is the Chairperson of the Board. He was appointed to the Board in December 1986.
Mr Bell holds appointments on a number of boards of both public and private companies and is a professional director.
Graeme Popplewell
Appointed: March 1985
Last re-elected: 12 December 2018
Graeme Popplewell is an independent non-executive Director. He was appointed to the Board in March 1985. Mr Popplewell has
a wealth of experience in finance and retail previously holding the CFO and CEO roles within the business for a number of years.
Mary Devine
Appointed: 21 June 2018
Last re-elected: 12 December 2018
Mary Devine is a non-executive Director. She was appointed to the Board in June 2018 and was the Managing Director for the
Group from April 2019 to March 2021. Mary has extensive executive experience with specific expertise in strategy, transformation
and multi-channel retailing. She has also had a distinguished career with previous directorships on a number of significant
New Zealand Companies.
The board unanimously supports the election of James Glasson and the re-election of Warren Bell, Graeme Popplewell
and Mary Devine.

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Lodge your proxy
Online
www.investorvote.co.nz
By Mail
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
corporateactions@computershare.co.nz
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
Any shareholder of the Company entitled to attend and vote at the Annual
Meeting may appoint a proxy to attend and vote in the place of that shareholder.
A proxy need not be a shareholder of the Company. Each of the Directors of the
Company listed below offers themselves as a proxy to shareholders:
Chairman – W J Bell
T C Glasson
M J Ford
K Bycroft
G Popplewell
M Devine
S
Vincent
J Glasson
To do this, enter the name of your proxy in the space allocated in ‘Step 1’ of this
form. Alternatively you can appoint a proxy online at www.investorvote.co.nz.
If, in appointing a proxy, you have inadvertently not named someone to be your
proxy, or your named proxy does not attend the meeting, the Chair of the
meeting will be your proxy and will vote in accordance with your express
direction.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you mark more than one box on an item your vote will be invalid
on that item.
Attending the Meeting in Person
Bring this form to assist registration. If a representative of a corporate
securityholder or proxy is to attend the meeting you will need to provide the
appropriate “Certificate of Appointment of Corporate Representative” prior to
admission.
Attending the Meeting Virtually
Shareholders can attend the meeting virtually through the Computershare
Meeting Platform https://meetnow.global/nz. To access the meeting, click ‘Go’
under the Hallenstein Glasson Holdings 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 enclosed 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.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
Where the holding is in more than one name, all of the securityholders
should sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a 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
A proxy granted by a company must be executed by a duly authorised officer
or attorney of that company.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.
Go online to lodge your proxy or turn over to complete the form
Proxy/Voting Form
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: Y ou will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your proxy to be effective it must be received by 10:00 am on Sunday 19th December 2021

or Sole Director/Director or Director (if more than one)
Securityholder 1Securityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Signature of Securityholder(s) This section must be completed.
SIGN
Appoint a Proxy to Vote on Your Behalf
Proxy/Voting Form
STEP 1
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 in
computing the required majority.
Items of Business - Voting Instructions/Ballot Paper
STEP 2
hereby appoint
I/We being a shareholder/s of Hallenstein Glasson Holdings Limited
of
or failing him/herof
AgainstFor
Proxy
Discretion
Abstain
Resolutions
Resolution 4
Election of directors:
4.1.

To elect James Glasson as a Director
4.2.
To re-elect Warren Bell as a Director
4.3.
To re-elect Graeme Popplewell as a Director
4.4.
To re-elect Mary Devine as a Director
Resolution 5
To record the reappointment of PricewaterhouseCoopers as Auditors of the Company pursuant to section
207T of the Companies Act 1993, and authorise the Directors to fix the remuneration of the Auditors for
the ensuing year.
as my/our proxy to vote for me/us at the Annual Meeting of Shareholders of Hallenstein Glasson Holdings Limited to be held at Rydges Latimer, 30 Latimer Square,
Christchurch, and online at https://meetnow.global/nz at 10.00 am on Tuesday 21st December 2021 and at any adjournment of that meeting.
If your proxy is not the Chairman 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):
ATTENDANCE SLIP
Annual Meeting of Shareholders of Hallenstein Glasson Holdings Limited
to be held at Rydges Latimer, 30 Latimer Square, Christchurch,
and online at https://meetnow.global/nz at 10.00 am
on Tuesday 21st December 2021 and at any adjournment of that meeting.