New Zealand King Salmon Investments Limited logo

Notice of Annual Shareholders Meeting

AGM25 May 2022NZKConsumer Staples

NOTICE OF
ANNUAL MEETING

OF SHAREHOLDERS

2022

Dear Shareholder

We invite you to join us for the Annual Meeting of

the Shareholders of New Zealand King Salmon

Investments Limited ("NZKS"), to be held in

person at:

Queen Charlotte Yacht Club

Shelley Beach, Picton 7220, New Zealand

Monday 27 June 2022

2:00 pm NZT

and online at:

https://vimeo.com/event/2121230

Password: KingSalmon


VOTING

If you do not plan to participate in the Annual

Shareholders Meeting, I encourage you to vote by either

casting your vote online in advance of the meeting,

completing and returning the postal voting form in

advance of the meeting or appointing a proxy to vote

on your behalf at the meeting. There will be no option to

vote online during the meeting this year.

Please note that advanced online votes, postal votes

and proxy nominations must reach Computershare by

2:00pm NZT on Saturday 25 June, two days ahead of

the Annual Shareholders Meeting.

Please refer to the notes at the end of this Notice of

Meeting for further information on voting.

ASM FY22

QUESTIONS AHEAD OF THE MEETING

To assist the Board in providing answers to questions

from shareholders, NZKS is offering the option for

shareholders to submit questions in advance of the

meeting.

Questions should relate to matters that are relevant to

the meeting, including matters arising from the

financial reports and any general questions regarding

the performance of NZKS.

Individual responses to questions will not be provided,

but at the meeting the Chair will endeavour to address

commonly raised questions. Please email questions to

investor@kingsalmon.co.nz

RSVP

Please let us know if you plan to attend the meeting in

person by emailing investor@kingsalmon.co.nz

by Friday 10 June 2022.

If attending in person please bring your CSN/Shareholder

number or Voting/Proxy Form with you and visit the

registration desk on arrival.

OPTIONAL FARM TOUR

We would like to offer the option for shareholders to

attend a tour of one of one of our sea farms in the

morning before the meeting. A boat will depart from

Picton between 8am and 9am and the tour is expected to

take between two to three hours. Final details will be

confirmed in due course.

The farm tour will be guided by numbers so please register

your interest by emailing investor@kingsalmon.co.nz by

Friday 10 June 2022.

Offer Document
ORDINARY RESOLUTIONS

That the Board is authorised to fix the auditor’s

remuneration for the coming year.

Having been appointed during the year by the Board and

holding office only until the Annual Meeting, that Carol

Chen be elected as a Director.

Having been appointed during the year by the Board and

holding office only until the Annual Meeting, that Victoria

Taylor be elected as a Director.

Having retired in accordance with NZX Listing Rule 2.7.1,

that Chiong Yong Tiong be elected as a Director.

Further information relating to the ordinary resolutions is

set out in the Explanatory Notes accompanying this Notice

of Meeting. Please read and consider these resolutions

together with the Explanatory Notes.

By order of the Board.

ITEMS OF BUSINESS

John Ryder

Chair

24 May 2022

A.

CHAIR’S ADDRESS

B.

CEO’S ADDRESS

C.

ORDINARY RESOLUTIONS

D.

GENERAL BUSINESS


01

02

03

04

To consider, and if thought fit, to pass the following ordinary

resolutions:

EXPLANATORY NOTES
An ordinary resolution is a resolution approved by a

majority of more than 50% of votes of those

shareholders entitled to vote and voting on the

resolution.

ORDINARY RESOLUTION 1:

APPOINTMENT AND REMUNERATION OF

AUDITOR

Section 207T of the Companies Act 1993 provides that a

company’s auditor is automatically re-appointed unless

there is a resolution or other reason for the auditor not

to be re-appointed. The Company wishes Ernst & Young

to continue as the Company’s auditor, and Ernst &

Young has indicated its willingness to do so.

Section 207S of the Companies Act 1993 provides that

the fees and expenses of the auditor are to be fixed in

such a manner as the Company determines at the

Annual Meeting. The Board proposes that, consistent

with past practice, the auditor’s fees be fixed by the

Directors. The Board unanimously recommends that

shareholders vote in favour of Resolution 1.

ORDINARY RESOLUTION 2 AND 3:

ELECTION OF DIRECTORS APPOINTED SINCE

THE LAST ANNUAL MEETING

Carol Chen and Victoria Taylor were appointed as

Directors of NZKS by the Board on 3 November 2021

and 22 February 2022 (respectively). Under NZX Listing

Rule 2.7.1, each of Carol Chen and Victoria Taylor must

retire from office at the 2022 Annual Meeting. Being

eligible, they offer themselves for election.

After considering the factors outlined in the NZX

Corporate Governance Code that may impact Director


independence, the Board considers that Carol Chen will

be a Non-Independent Non-Executive Director and

Victoria Taylor will be an Independent Non-Executive

Director. The Board unanimously supports the election

of Carol Chen and Victoria Taylor.

Carol Chen

Non-Executive Non-Independent Director

Carol Chen became a Director of NZKS in November

2021. She is the Deputy General Manager of Corporate

Strategy and Development at China Resources

Enterprise (CRE) with responsibility for mergers and

acquisitions initiation and execution. Since joining CRE

in 2009 she has participated in various key transactions

including the acquisition of Kingway Brewery, joint

venture formation for the beverage business and the

retail business with Tesco, the privatisation of non-beer

businesses, the share buyback of China Resources Snow,

as well as the minority investments overseas. Carol

joined China Resources Group in 2000. Carol holds a

bachelor’s degree of Business Administration from the

RMIT University, Australia.

Victoria Taylor

Non-Executive Independent Director

Victoria has a background in the food and beverage

industry, working in a variety of consumer branded

manufacturing businesses and has previously held

executive positions at the Coca-Cola Company, Griffin’s

Foods and Goodman Fielder. Victoria was then a

founder, shareholder and COO of a successful food

manufacturing business. She is currently Chair of two

privately owned entities in primary industry and

employment dispute resolution, a Director of

AsureQuality, as well as sitting on the Industry Advisory

Board of the High Value Nutrition Science Challenge.

THESE NOTES FORM PART OF THE NOTICE OF ANNUAL MEETING

EXPLANATORY NOTES
ORDINARY RESOLUTION 4:

ELECTION OF DIRECTOR

Grant Rosewarne and Chiong Yong Tiong were

reappointed by the Board on 6 November 2019, and are

now required to retire in accordance with NZX Listing

Rule 2.7.1, which prohibits a Director from holding office

(without re-election) for longer than 3 years or 3 annual

meetings, whichever is longer.

Grant Rosewarne will retire from office as Managing

Director at the Annual Shareholders Meeting, but will

continue in his role as CEO of NZKS.

Being eligible, Chiong Yong Tiong offers himself for

re-election. After considering the factors outlined in the

NZX Corporate Governance Code that may impact

Director independence, the Board considers that Chiong

Yong Tiong will be a Non-Independent Non-Executive

Director. The Board unanimously supports the

re-election of Chiong Yong Tiong.

THESE NOTES FORM PART OF THE NOTICE OF ANNUAL MEETING

Chiong Yong Tiong

Non-Executive Non-Independent Director

Chiong Yong Tiong became a Director of NZKS in June

2019. Mr Tiong is a Director of Oregon Group Limited,

which holds a significant shareholding in NZKS. He has

extensive experience in timber industries and property

development companies.

He is Managing Director of Timbergrow Limited and

Maraetai Land Development Limited. Yong is also a

Director of property development company Neil

Corporation Limited and is on the board of Saint

Kentigern School in Auckland. He also holds a Masters in

Finance and Economics from Monash University

(Melbourne).

VOTING
Voting on all resolutions put before the meeting shall be

by way of poll. Shareholders are encouraged to cast a

postal or online vote or appoint a proxy to exercise their

vote on their behalf if they cannot attend the meeting.

You may cast your vote in one of the ways described

below. You may abstain from voting on one or more of

the resolutions.

1. ATTENDING AND VOTING IN PERSON

2. ONLINE

Online voting instructions are included in the

Proxy/Voting Form which accompanies this Notice of

Annual Meeting.

3. CASTING A POSTAL VOTE

The Board has determined that postal voting is

permitted. Postal voting instructions are included in the

Proxy/Voting Form which accompanies this Notice of

Annual Meeting. You can complete and send the

Proxy/Voting Form by post so that your vote is received

by the share registrar no later than 2:00pm NZT on

Saturday, 25 June. The Chief Financial Officer, Ben

Rodgers, has been authorised by the Board to receive

and count postal votes at the meeting.

3. APPOINTING A PROXY

The proxy need not be a shareholder of the Company.

The form of appointment of a proxy and voting

instructions accompany this Notice of Annual Meeting.

You can appoint a proxy online or by completing the

Proxy/Voting Form, including the proxy appointment

and return the Proxy/Voting Form by post so that it is

received by the share registrar by no later than 2:00pm

NZT on Saturday 25 June 2022.


You may appoint the Chair of the meeting as your

proxy. The Chair of the meeting intends to vote any

discretionary proxies in favour of the resolutions. If your

named proxy does not attend the meeting or you have

ticked the proxy discretion box but not named a proxy,

you will be deemed to have appointed the Chair of the

meeting as your proxy.

ELIGIBILITY TO VOTE

Any shareholder whose name is recorded in the NZKS

share register at 5:00pm NZT on Thursday 23 June is

entitled to attend the Annual Meeting and vote (subject

to the time limits for returning Proxy/Voting Forms).

THESE NOTES FORM PART OF THE NOTICE OF ANNUAL MEETING

---

Turn over to complete the form to vote
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.

Attendance and voting

Voting on all resolutions put before the meeting shall be by way of poll.

Shareholders are encouraged to cast a postal or online vote or appoint a proxy

to exercise their vote on their behalf if they cannot attend the meeting.

You may cast your vote in one of the three ways described below. You may

abstain from voting on one or more of the resolutions.

(a) Online

Lodge your postal vote or proxy online at www.investorvote.co.nz

(b) Casting a postal vote

You may cast a postal vote on one or more of the resolutions by completing the

FOR, AGAINST or ABSTAIN boxes in ‘Step 1’ overleaf, signing this voting form

and returning it to the share registrar.

(c) Appointing a proxy

You may appoint a proxy to attend the meeting and either direct the proxy as to

how to vote or give the proxy discretion as to how to vote on the resolutions by

completing the FOR, AGAINST, ABSTAIN or PROXY DISCRETION box on ‘Step 1’

overleaf, completing the appointment of proxy details in ‘Step 2’ overleaf,

signing this Voting Form and returning it to the share registrar. The proxy need

not be a shareholder of the Company. You may appoint the Chair of the meeting

as your proxy. The Chair of the meeting intends to vote any discretionary

proxies in favour of the resolutions. If your named proxy does not attend the

meeting or you have ticked the proxy discretion box but not named a proxy, you will

be deemed to have appointed the Chair of the meeting as your proxy.

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 lodge your vote or appoint your proxy online.

Proxy/Voting Form

Lodge your vote or appoint 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 or vote to be effective it must be received by 2:00pm (New Zealand time) on Saturday, 25 June 2022.

Lodge your postal vote or 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

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

or Sole Director/Directoror Director (if more than one)

ShareholderShareholder 2Shareholder 3

Contact Name Contact Daytime Telephone Date

Appointment of Proxy

STEP 2

If you mark any of the PROXY DISCRETION boxes above you must appoint a proxy. This may be the chair or any director if you so wish.

Please note: If you do not plan to attend the meeting, you may cast a postal vote or appoint a proxy to vote at the meeting.

Proxy

Discretion

For

Against

Abstain

Voting Instructions/Voting Paper

STEP 1

hereby appointof

or failing him/herof

I/We being a shareholder/s of New Zealand King Salmon Investments Limited

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 New Zealand King

Salmon Investments Limited to be held at the Queen Charlotte Yacht Club, Shelley Beach, Picton, 7220, New Zealand at 2:00pm on Monday, 27 June 2022 and at

any adjournment of that meeting.

Ordinary Resolutions

Item 1

That the Board is authorised to fix the auditor’s remuneration for the coming year.

Item 2 Having been appointed during the year by the Board and holding office only until the Annual Meeting, that

Carol Chen be elected as a Director.

Item 3

Having been appointed during the year by the Board and holding office only until the Annual Meeting, that

Victoria Taylor be elected as a Director.

Item 4

Having retired in accordance with NZX Listing Rule 2.7.1, that Chiong Yong Tiong be elected as a Director.

ATTENDANCE SLIP

Annual Meeting of New Zealand King Salmon Investments

Limited to be held at the Queen Charlotte Yacht Club,

Shelley Beach, Picton, 7220, New Zealand at 2:00pm

on Monday, 27 June 2022.

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.

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