Waiver from Listing Rule 5.2.1

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31 May 2022
NZ RegCo Decision
Scott Technology Limited (SCT)
Application for waiver from NZX Listing Rule 5.2.1

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Background
1. The information on which this decision is based is set out in Appendix One to this decision. This
waiver will not apply if that information is not, or ceases to be, full and accurate in all material
respects.
2. The NZX Listing Rule (Rule) to which this decision relates is set out in Appendix Two.
3. Capitalised terms that are not defined in this decision have the meanings given to them in the
Rules.
Waiver from Listing Rule 5.2.1
Decision
4. Subject to the conditions set out in paragraph 5 below, and on the basis that the information
provided by Scott Technology Limited (SCT) is complete and accurate in all material respects, NZ
RegCo grants SCT a waiver from Rule 5.2.1 to the extent this Rule would otherwise require SCT
to obtain the approval of shareholders to enter into the Transaction.
5. The waiver in paragraph 4 above is provided on the conditions that:
a. the non-interested directors of SCT certify that:
i) the terms of the Transaction have been entered into, and negotiated, on an arm’s length
commercial basis;
ii) SCT was not unduly influenced to enter into the Transaction by JBS Canada; and
iii) entry into the Transaction is in the best interests of all of SCT’s shareholders; and
b. the waiver, its conditions and implications are disclosed in SCT’s next annual report.
Reasons
6. In coming to the decision to provide the waiver set out in paragraph 4 above, NZ RegCo has
considered that:
a. the policy objective behind Listing Rule 5.2.1 is to ensure that a Related Party does not
exercise undue influence or use personal connections to reach a favourable outcome for, or a
transfer of value to, the Related Party in respect of a transaction and that shareholders are
given an opportunity to review transactions where the Board may have been subject to actual
or perceived influence from a Related Party. Granting this waiver will not offend the policy
behind this rule. The Transaction does not give rise to the policy concerns addressed by the
Rule as the nature of the relationship is not one that gives rise to a potential undue influence
and transfer of value;
b. NZ RegCo is satisfied that SCT has not been unduly influenced due to the Related Party
relationship, and that the Related Party relationship has not unduly influenced the decision to
enter into, or the terms and conditions of, the Transaction as:
i) entry into, and the terms of, the Transaction were negotiated on an arm’s length basis by
SCT employees not affiliated with JBS Canada or JBS Australia; and
ii) JBS Canada is a separate, independent business unit to JBS Australia and JBS
Canada’s influence over SCT’s decision to enter into the Transaction is limited to its
ability, via its affiliate JBS Australia and, subsequently, the SCT directors appointed by

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JBS Australia to influence, and participate in decisions of, the SCT board. SCT has
advised that those JBS Australia-affiliated directors have not participated in, and will not
participate in, any SCT board discussions on, or approving, the Transaction.
c. the directors of SCT submit that entry into the Transaction is in the best interests of all of
SCT’s shareholders;
d. the Transaction is within SCT’s normal course of business; and
e. there is precedent for this decision.
Confidentiality
7. SCT requested this application be kept confidential until SCT releases an announcement relating
to the Transaction.
8. In accordance with Rule 9.7.2, NZ RegCo granted SCT’s request.

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Appendix One
1. Scott Technology Limited (SCT) is a Listed Issuer with securities Quoted on the NZX Main
Board.
2. A SCT subsidiary (Scott Systems International Inc. (Scott Automation)) is proposing to enter
into a transaction with JBS Food Canada ulc (JBS Canada), which involves Scott Automation
designing, and installing at JBS Canada’s Brooks plant in Alberta, a fully automated carton
storage, dispensing, palletizing and automated guided vehicle (or AGV) transport solution (the
Transaction). The total value of the Transaction to SCT is expected to be approximately
NZ$56 million.
3. SCT is applying for the waiver from Rule 5.2.1 as Scott Automation is caught by limb (b) of
the definition of “Issuer” under the Listing Rules. As such, any transaction entered into by the
Issuer’s subsidiary is deemed to be entered into by the Issuer to the extent necessary to
prevent the object of the Rules being frustrated or avoided by the use of a separate legal
personality.
4. SCT’s Average Market Capitalisation is around $240 million and, accordingly, the Transaction
will likely be of a value above 10% of SCT’s Average Market Capitalisation and is therefore a
Material Transaction for the purposes of Rule 5.2.1
5. JBS Canada is a direct party to the Material Transaction. JBS Canada is a Related Party of
SCT because JBS Australia Pty Limited (JBS Australia) is the holder of a Relevant Interest
in 10% or more of SCT’s ordinary shares, and JBS Canada is an Associated Person of JBS
Australia under limb (c) of the definition of Associated Person as they are Related Bodies
Corporate, each being a direct or indirect subsidiary of JBS S.A, a company incorporated in
Brazil.

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Appendix Two
Definitions
Associated Person
A person (A) is associated with, or an Associated Person of, another person (B) if: ...
(c) A and B are Relatives or Related Bodies Corporate, ...
Material Transaction
means a transaction, or a related series of transactions, whereby an Issuer:
(a) buys, acquires, gains, leases (as lessor or lessee), sells or otherwise disposes of, assets
having an Aggregate Net Value above 10% of the Issuer’s Average Market Capitalisation, ...
Issuer
means: ...
(b) includes, as the context permits, all members (other than another Listed entity or that Listed
entity’s Subsidiary) of any group of companies or other entities of which such Issuer is the
holding company or has a controlling interest, to the extent this is necessary to prevent the
object of the Rules being frustrated or avoided by the use of a legal separate entity, ...
Related Party
means a person who, at the time of a Material Transaction, or at any time within the previous six
months, was: ...
(b) the holder of a Relevant Interest in 10% or more of a Class of Equity Securities of the Issuer
carrying Votes,
(c) an Associated Person of the Issuer or any of the persons referred to in (a) or (b), except
where the person becomes an Associated Person as a consequence of the Material
Transaction ...
Rule 5.2 Transactions with Related Parties
5.2.1 An Issuer must not enter into a Material Transaction if a Related Party is, or is likely to
become:
(a) A direct party to the Material Transaction, or
(b) A beneficiary of a guarantee or other transaction which is a Material Transaction,
unless that Material Transaction is approved by an Ordinary Resolution (such resolution being
subject to the voting restrictions in Rule 6.3) or conditional on such approval.