T&G Global Limited/Announcement
T&G Global Limited logo

Notice of Annual Meeting 2022

AGM23 May 2022TGGConsumer Staples

Notice
of Annual

Meeting

2022

This year, T&G Global celebrates

125 years of business. Generations

of people have contributed to this

incredible business of ours, which

grows healthier futures through

nutritious fresh fruit and vegetables.

We invite you to join us to mark this

milestone at our one-hundred and

first Annual Meeting of Shareholders.

Entry and free parking – through Gate G, entrance P5, on Reimers Avenue.
Date of meeting

Wednesday 22 June 2022

Time

10am

Venue

Level 4 Lounge

Eden Park

South Stand

Reimers Avenue

Kingsland

Auckland

Format

The meeting will be held in hybrid format, with attendance either in person or through a live webcast.

Morning tea will be served at the conclusion of the meeting.

Given COVID-19, we recommend everyone maintains one metre physical distancing at the meeting,

and if this isn’t possible, we encourage you to wear a face mask.

Agenda

Presentations

A. Chair’s address

B. Chief Executive Officer’s presentation

Financial statements

To receive and consider the Financial Statements

together with the report of the Directors and auditor

for the period ended 31 December 2021.

Resolutions

Ordinary resolutions

The following ordinary resolutions will be voted on.

An ordinary resolution is a resolution approved by a

simple majority of votes of shareholders entitled to

vote and voting at the meeting in person or by proxy or

representative. There are no voting restrictions on the

resolutions to be considered at the meeting.

Election of Directors

To vote upon the election of the Directors of the

Company who are retiring by rotation in accordance

with the Constitution and the NZX Listing Rules and,

being eligible, offer themselves for re-election:

“That Mrs Carol Campbell be reappointed as a

Director of T&G Global Limited.”

“That Mr Robert Hewett be reappointed as a

Director of T&G Global Limited.”

Appointment and remuneration of auditor

“That under Section 207T(1) of the Companies

Act 1993 the reappointment of Deloitte be

confirmed, and that the Directors be authorised

to fix the fees and expenses of the auditor for

the ensuing year.”

1

2

3

Notice is given that

the one hundred and

first Annual Meeting

of Shareholders of

T&G Global Limited

(“Company” or “T&G”)

will be held on:

Proxies
A shareholder entitled to attend and

vote at the Annual Meeting is entitled

to appoint a proxy to attend and vote on

their behalf. A proxy form is enclosed

with this notice of meeting. A proxy need

not be a shareholder. If a shareholder

wishes to appoint a proxy, then the proxy

form, completed by the shareholder,

must be received no later than 10:00am

on Monday 20 June 2022. The proxy

form is to be sent to Computershare

Investor Services Limited, either by mail

to Private Bag 92119, Takapuna, Auckland

1142, New Zealand; or by email to

corporateactions@computershare.co.nz

or delivered to Level 2, 159 Hurstmere

Road, Takapuna. Alternatively, a

shareholder may vote online by visiting:

www.investorvote.co.nz. To participate

online, shareholders will need their CSN

or Holder number and postcode which

can be found on their proxy form or

email broadcast.

The Chair is willing to act as a proxy

on behalf of shareholders for any

shareholder who may wish to appoint

him for that purpose. In addition, where

a shareholder does not name a person

as their proxy but otherwise completes

the proxy form in full, or where a

shareholder’s named proxy does not

attend the meeting, the Chair will act as

that shareholder’s proxy and will vote

in accordance with that shareholder’s

express direction. The Chair intends to

vote proxies for which he has discretion,

and for which he has authority to vote, in

favour in respect of all the resolutions.

Explanatory notes

Explanatory notes to resolutions 1 and 2

NZX Listing Rule 2.7.1, requires that the Company’s Directors must

not hold office (without re-election) past the third Annual Meeting of

Shareholders following their appointment or three years, whichever

is longer. Therefore, Mrs Carol Campbell and Mr Robert Hewett will

retire at this year’s Annual Meeting.

Carol Campbell is a Fellow Chartered Accountant and a Chartered

Member of the New Zealand Institute of Directors. Mrs Campbell

has extensive financial experience and sound understanding of

efficient Board governance. She is a Director of a number of other

public and private companies including NZ Post Limited, Kingfish

Limited, Marlin Global Limited, Barramundi Limited, NZME Limited,

Chubb Insurance Limited, Asset Plus Limited (where she also chairs

the Audit and Risk Committee), and Kiwibank Limited.

Mrs Campbell owned her own chartered accountancy practice for

11 years and before that was a partner at Ernst & Young for 25 years.

Mrs Campbell has been a Director of T&G Global Limited since June

2010, and is Chair of the Finance, Risk and Investment Committee

and a member of the Human Resources Committee.

Mr Hewett is Chair of Silver Fern Farms Limited and Silver Fern

Farms Co-operative Limited and a Director of a number of Silver

Fern Farms subsidiaries. Mr Hewett is also Chair of Farmlands Co-

operative Society Limited, Pioneer Energy Limited and the Strong

Wool Action Group. Furthermore he is a Director of Hilton Haulage

LP Limited and Pulse Energy LP Limited. Mr Hewett is a Councillor

of Lincoln University and chairs the University’s Remuneration

and Appointments Committee. He is a member of the Ministry for

Primary Industries think tank Te Puna Whakaaronui and is a member

of the New Zealand Food Strategy Work Group Mana Kai. He holds a

master’s degree in Commerce and Marketing (Hons), a BCom (Ag)

Economics and is a Chartered Fellow of the New Zealand Institute

of Directors. Mr Hewett has been a Director of T&G Global Limited

since 2018, and is Chair of the Human Resources Committee and a

member of the Finance, Risk and Investment Committee.

Mrs Carol Anne Campbell

offers herself for re-election.

The Board has determined that

Mrs Campbell is an Independent

Director in accordance with the

NZX Listing Rules.

Mr Robert James Hewett

offers himself for re-election.

The Board has determined that

Mr Hewett is an Independent

Director in accordance with the

NZX Listing Rules.

Procedural notes
Meeting format

The meeting will be in a hybrid format, with

attendance either in person or through a

live webcast.

For shareholders who would like to access the

meeting virtually through the Computershare

Meeting Platform https://meetnow.global/nz,

you can do this by selecting ‘Go’ under the T&G

Global Limited meeting and then ‘JOIN MEETING

NOW’. Shareholders will require their CSN or

Holder number and post code, which can be

found on the proxy form or email broadcast.

By using this meeting platform, shareholders

will be able to watch the meeting, vote and ask

questions online using a smartphone, tablet or

desktop device. Shareholders will need to use

the latest version of Chrome, Safari or Edge

to access the meeting and will need to ensure

their browser is compatible. Shareholders are

encouraged to review the accompanying “Virtual

Meeting Guide” prior to the meeting.

Shareholders who intend to attend the meeting

virtually can still appoint a proxy to vote for

them as they otherwise would, by following the

instructions on their proxy form and this notice

of meeting.

If any assistance is required with the

virtual process, shareholders can contact

Computershare on +64 9 488 8777 between

8.30am and 5.00pm Monday to Friday.

Shareholder questions

Shareholders are invited to submit questions

prior to the Annual Meeting by email to

info@tandg.global T&G will aggregate the main

themes of questions received by 5:00pm on

Monday 20 June 2022 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 the Chief Executive

Officer’s presentation.

T&G reserves the right not to address questions

that, in the Chair’s opinion, are not reasonable or

appropriate in the context of an Annual Meeting,

or any written questions in advance of the

meeting that were not received in time.

In addition, please note that not all questions

raised during the meeting may be able to be

answered during the meeting and, in this case,

will be followed up after the meeting.

Explanatory note to

resolution 3

Deloitte has been the auditor for

T&G Global Limited since the 2012

financial year and will be automatically

reappointed at this Annual Meeting

unless there is a resolution or other

reason for the auditor not to be

reappointed. The Company wishes

Deloitte to continue as the Company’s

auditor, and Deloitte has indicated its

willingness to do so.

The auditor’s fees and expenses must

be fixed by the Company at the Annual

Meeting, or in the manner that the

Company determines at the Annual

Meeting. Therefore, shareholders

are being asked to resolve that the

Directors be authorised to fix the fees

and expenses of Deloitte for the audit

of the Company’s financial statements

for the year ending 31 December 2022.

---

Lodge your proxy
Online

www.investorvote.co.nz

By Mail

Computershare Investor Services Limited

Private Bag 92119, Auckland 1142, New Zealand

Level 2, 159 Hurstmere Road, Takapuna,

Auckland 0622

By Email

corporateactions@computershare.co.nz

For all enquiries contact

+64 9 488 8777

Your secure access information

Control Number: CSN/Shareholder Number:

PLEASE NOTE: You will need your CSN/Shareholder 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.

Proxy/Voting Form: T&G Global Limited Annual Meeting, 10.00am Wednesday 22 June 2022.

Lodge your proxy online, 24 hours a day, 7 days a week:

www.investorvote.co.nz

Scan the QR code to vote now.

Smartphone?

For your proxy to be effective it must be received by 10:00am (New Zealand time) on Monday 20 June 2022

Turn over to complete the form to vote

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

If you do not plan to attend the meeting, you may appoint a proxy. A proxy need not

be a shareholder. The Chair of the meeting, or any other director, is willing to act

as proxy for any shareholder who wishes to appoint him or her for that purpose.

To do this, enter ‘the Chair’ or the name of your proxy in the space allocated in

‘Step 1’of this form. If you do not name a person as your proxy but you otherwise

complete your proxy form in full or if your named proxy does not attend the virtual

meeting, the Chair will be appointed your proxy and will vote in accordance with

your express direction. The Chair intends to vote proxies for which he has discretion

in favour in respect of all the resolutions. No resolution is subject to any voting

restrictions. If you inadvertently not name a proxy, or your named proxy does not

attend the meeting, the Chair will be your proxy and 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 do not mark a box or if you mark more than one box on an item

your vote will be invalid on that item.

Attending the Meeting

If you are attending the meeting in person please bring this form to assist with

registration. The virtual meeting will be accessible on both desktop and mobile

devices. Please refer to the Virtual Meeting Guide 2022 that accompanies this

Proxy/Voting Form. You can still attend the meeting virtually, even if you have

appointed a proxy (although you will not be able to vote if a proxy has been

appointed). If you change your mind on the appointment of a proxy or

representative, you can revoke the appointment by written notice to the Company.

Such notice must be received at the registered office of the Company.

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.

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

This form should be signed by a Director jointly with another Director, or a

Sole Director can also sign alone. Please sign in the appropriate place and

indicate the office held.

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.

T&G Global Limited

Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf

STEP 1

hereby appointof

or failing him/her

of

I/We being a shareholder/s of T&G Global Limited

Want to receive your communications quickly? Elect electronic communications by providing your email address below

Email Address

(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)

Items of Business - Voting Instructions/Ballot Paper

STEP 2

Signature of Shareholder(s) This section must be completed.

SIGN

or Sole Director/Director

Shareholder 1Shareholder 2Shareholder 3

Contact Name Contact Daytime Telephone Date

Ordinary Business

ELECTION OF DIRECTORS

To vote upon the election of the Directors of the Company who are retiring by rotation in accordance with the Constitution

and the NZX Listing Rules and, being eligible, offer themselves for re-election:

1.

That Mrs Carol Campbell be reappointed as a Director of T&G Global Limited.

2.

That Mr Robert Hewett be reappointed as a Director of T&G Global Limited.

APPOINTMENT AND REMUNERATION OF AUDITOR

3.

That under Section 207T(1) of the Companies Act 1993 the reappointment of Deloitte be confirmed, and that the

Directors be authorised to fix the fees and expenses of the auditor for the ensuing year.

For

Against

Proxy

DiscretionAbstain

or Director (if more than one)

@

Elect Electronic Communications

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):

as my/our proxy to exercise my/our vote at the Annual Meeting of Shareholders of T&G Global Limited to be held Level 4 Lounge, Eden Park, South Stand,

Reimers Avenue, Kingsland, Auckland and online at https://meetnow.global/nz on Wednesday 22 June 2022, commencing at 10.00am and at any adjournment

of that meeting.

ATTENDANCE SLIP

Annual Meeting of Shareholders of T&G Global Limited to

be held Level 4 Lounge, Eden Park, South Stand, Reimers

Avenue, Kingsland, Auckland and online at

https://

meetnow.global/nz on Wednesday 22 June 2022,

commencing at 10.00am.

---

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 or

Edge. Please ensure your browser is compatible.

HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS

Visit https://meetnow.global/nz

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/nz, 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 you have any issues accessing the website please

c

all +64 9 488 8700.

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.

Other issuers discussed similar conditions around this time

Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.

  • TRA — Turners Automotive Group: Turners Annual Meeting
    2022-07-14

    TURNERS AUTOMOTIVE GROUP LIMITED NOTICE OF ANNUAL MEETING Notice is given that the 2022 annual meeting of shareholders of Turners Automotive Group Limited (Turners or the Company) will be held in the Toroa Room, PwC Tower, Level 2, 15 Custom Street West, Auckland, New Zealan…”

  • AOF — AoFrio Limited: Notice of Annual Shareholders Meeting
    2022-04-19

    ® is a registered Trade Mark of Wellington Drive Technologies Wellington Drive Technologies Ltd P: +64 9 477 4500 E: info@wdtl.com 21 Arrenway Drive, Rosedale, Auckland 0632 PO Box 302-533 North Harbour, Auckland 0751,…”

  • NZX — NZX Limited: NZX Annual Meeting 2022
    2022-03-14

    Our Annual Shareholders’ Meeting 1 As a shareholder of NZX Limited, you are invited to our Annual Meeting to be held at our Auckland Office at Level 15, 45 Queen Street, Auckland and virtually via an online platform provided by NZX Limited’s share registrar, Link Market Service…”