Notice of Annual Meeting

September 14, 2022
  
 
 
 
 
 
 
Dear Shareholder, 
 
On behalf of the LIC Board, we are pleased to invite you to attend LIC’s 2022 Annual 
Meeting on Thursday 20 October commencing at 12.00 noon, with registration open 
from 11.30am. 
 
We do appreciate this is a busy time of year for many of you,
 however as an NZX‐listed 
company we are required to hold our Annual Meeting no later than six months after 
the close of the financial year. We hope holding the meeting at midday gives you the 
best opportunity to attend. 
 
This year’s annual meeting will be held at the Distinction
 Coachman Hotel in 
Palmerston North, alternatively you are welcome to join us online at 
www.lic.co.nz/annualmeeting. 
 
I look forward to presenting our financial results for the 2021/22 year and sharing 
what these results mean for LIC’s key focus areas for the year ahead. 
 
Our Chief Executive, David Chin, will cover our strategy and the progress we’re making 
towards delivering our three commitments to you (operational excellence, faster 
genetic improvement and software reliability and performance). 
 
We will also provide an overview 
of the research projects we have underway to help 
keep your herd profitable and sustainable into the future. 
 
The full list of business to be covered is set out in the Notice of Meeting booklet 
enclosed, along with your voting information and papers. We have a number of 
governance and representation
 roles up for election this year so please take the time 
to review this information and make an informed vote. Voting closes on 18 October at 
12 noon. Votes can also be placed at the Annual Meeting for those attending in‐
person and online. 
 
Throughout the Annual Meeting you will 
have the opportunity to ask questions. If you 
are joining us online, you can send through your questions using the chat function and 
we’ll answer these in the Q&A section at the end. 
Private Bag 3016 
Hamilton 3240 
New Zealand 
PHONE: 0800 542 742 
www.lic.co.nz 
 
  We hope to see you there. 






Murray King
LIC Board Chair

---

NOTICE OF
2022 ANNUAL
MEETING


20 October 2022

To be held at Distinction
Coachman Hotel,
140 Fitzherbert Avenue,
Palmerston North
and online at
www.lic.co.nz/annualmeeting

The above matters are presented in the
Notice of Annual Meeting, with further
details provided in the following Explanatory
Notes
Defined terms
Unless otherwise indicated, capitalised terms used in this
document have the specific meaning given to them in the
Glossary on page 33 of this document.
Enquiries
If you have any questions about the number of shares you
hold in LIC, or how to vote or complete the Voting Form,
please contact the Election Helpline on 09 375 5998
Contents
Notice of Meeting4
Resolutions4
Explanatory Notes7
How to Cast a Vote32
Disclosures of financial assistance
as required under the Companies
Act 1993
34
Glossary39
Directory40

4
Notice of
Annual Meeting
Notice is given that the 2022 Annual Meeting of the
Shareholders of Livestock Improvement Corporation
Limited will be held at Hotel Distinction Coachman, 140
Fitzherbert Avenue, Palmerston North and virtually at
www.lic.co.nz/annualmeeting on Thursday 20 October
2022 commencing at 12 noon, with registration
commencing at 11.30am. If the COVID-19 alert levels are
raised in the Manawatu region, the meeting will be a
virtual meeting only.
Item 1: To receive and consider the Company’s Financial
Statements for the year ending 31 May 2022 and the
associated Directors’ and auditor’s reports, all as set out in
the Annual Report.
1

Item 2: Resolution 1: Approval of LIC Directors’
Remuneration
To receive and consider the LIC Honoraria Committee’s
recommendation as to Directors’ remuneration, and if
thought fit, to resolve by way of ordinary resolution to:
“Approve the total remuneration of all nine Directors to be
$664,000 per annum.
Item 3: Resolution 2: Approval of LIC Shareholder
Reference Group Remuneration
To receive and consider the LIC Honoraria Committee’s
recommendation as to Shareholder Reference Group’s
remuneration, and if thought fit, to resolve by way of
ordinary resolution to:
“Approve the total remuneration of all Shareholder
Reference Group members being increased from $171,000
to $179,500.
Item 4: Resolution 3: To re-appoint KPMG as external
auditor
To consider, and if thought fit, to resolve by way of ordinary
resolution to:
“Re-appoint the chartered accountancy partnership KPMG
as the auditor until the conclusion of the Company’s next
Annual Meeting, and that the Directors be authorised to fix
its remuneration.”
1
Available on LIC’s website (www.lic.co.nz/shareholders/annual-reports) or on
request, phone (07) 856 0700.
LIC - NOTICE OF 2022 ANNUAL MEETING

5
Item 5: Resolution 4: To elect one Elected Director for the
South Island
To consider, and if thought fit:
“Elect ONE (1) candidate representing the South Island, as
an Elected Director to the Board of Directors with effect
from the conclusion of this Annual Meeting.”
Note that only Shareholders in the South Island are eligible
to vote on this resolution.
Item 6: Resolution 5: To ratify the re-appointment of Tim
Gibson as an Appointed Director
To consider, and if thought fit to resolve by way of ordinary
resolution to:
“Ratify the re-appointment of Tim Gibson as an
Appointed Director for a term expiring at the conclusion
of the third Annual Meeting following this Annual Meeting
(approximately three years).”
Item 7: Resolution 6: To elect two members of the
Shareholder Reference Group for the Upper North
Territory
To consider, and if thought fit:
“Elect TWO (2) candidates from the Upper North Territory
to the Shareholder Reference Group with effect from the
conclusion of this Annual Meeting.”
Item 8: Resolution 7: Re-election of Scott Montgomerie to
the Honoraria Committee
To consider, and if thought fit, to resolve by way of ordinary
resolution to:
“Approve the re-election of Scott Montgomerie to the
Honoraria Committee, with effect from the conclusion of
this Annual Meeting.”
Item 9: Resolution 8: Re-election of Shirley Trumper to the
Honoraria Committee
To consider, and if thought fit, to resolve by way of ordinary
resolution to:
“Approve the re-election of Shirley Trumper to the Honoraria
Committee, with effect from the conclusion of this Annual
Meeting.”
Item 10: General business.
Closure: 2.00 pm.

6
Procedural notes
(a) Explanatory Notes relating to the resolutions above are
set out in the following pages.
(b) Resolutions 1, 2, 3, 5, 7 and 8 need to be passed by
ordinary resolutions, i.e. by a simple majority of the
votes of those Shareholders entitled to vote and voting
on the relevant resolution.
(c) LIC uses the First Past the Post system for Board,
Shareholder Reference Group and Honoraria
Committee elections. This means that the candidates
receiving the highest number of votes on resolutions 4
and 6 will be successfully appointed.
(d) In accordance with the Constitution, no person may
exercise, or control the exercise of, more than 1% of the
maximum number of votes that may be exercised at a
meeting of LIC.
(e) For each resolution, the votes counted include valid
postal votes, electronic votes and the votes of proxies
and representatives.
(f) All resolutions will be determined on the basis of a poll
and in accordance with NZX Listing Rule 6.1.1.
NZ RegCo has reviewed the form of this notice of meeting
but neither it nor NZX take responsibility for its contents.

7
Explanatory Notes

Items 2 & 3: To receive and consider the LIC Shareholder
Honoraria Committee’s recommendations in respect of
the level of Directors’ and Shareholder Reference Group
members’ remuneration.
Honoraria Committee

Clause 24.2 of LIC’s Constitution (Corporate governance
| LIC) sets out the requirement for LIC to maintain an
independent Honoraria Committee tasked with considering
and recommending to LIC Shareholders any changes to the
form and amount of remuneration paid to LIC’s Directors
and Shareholder Reference Group members. This clause
also sets out the process by which Shareholders can be
elected to the Honoraria Committee.
In this Notice of Meeting, you will find two resolutions relating
to LIC’s Honoraria Committee and the work that they do on
behalf of their fellow LIC Shareholders. Resolutions 1 and
2 respectively are the Committee’s recommendations to
increase the current level of Directors’ and Shareholder
Reference Group members’ remuneration. Director
remuneration must be approved by an ordinary resolution
of Shareholders (as set out in Listing Rule 2.11.1). Resolutions
7 and 8 are in relation to the re-election of two Shareholders
to the Committee.
The Honoraria Committee is made up of between two
and four Shareholders. The members are elected by their
fellow Shareholders and is currently chaired by Ian Brown of
Tokoroa. Each member of the Committee holds office for a
period of two years and can stand for re-election at the end
of their term. The current Honoraria Committee members
are:
• Ian Brown (Chair)
• Gordon Glentworth
• Scott Montgomerie
• Shirley Trumper

Each bring to the Honoraria Committee their depth of
knowledge and experience of governance within the
agricultural sector and most currently sit on other bodies
that consider Board remuneration. Further information on
the current members can be found here
Honoraria Committee | LIC.
It is important to note that the Honoraria Committee
undertakes its role and activities independently of LIC,

8
the LIC Board and the Shareholder Reference Group.
Neither the Board or the Shareholder Reference Group
set, or recommend, the level of the fees that they receive.
Furthermore, under the NZX Listing Rules, LIC Directors and
any person associated with that Director, are disqualified
from voting on Resolution 1.
The Honoraria Committee met three times this year to
consider the remuneration paid to LIC Directors and
members of the Shareholder Reference Group. In reaching
their recommendations to Shareholders, the Honoraria
Committee has taken into account, reviewed and analysed
the comprehensive data and information provided by
Strategic Pay and the Institute of Directors and has
considered published remuneration data, practices and
policies from a number of organisations in NZ, both in the
agri-sector and in other sectors.
The Honoraria Committee members also met with the LIC
Chief Executive, the Chair of the LIC Board, an Independent
Director and the Chair of the Shareholder Reference Group
to understand the nature of the issues before the Board
and the Shareholder Reference Group and the workload on
Directors and Shareholder Reference Group members plus
other relevant matters. This together with their experience
of what is happening elsewhere, has informed their
recommendations to Shareholders.
Director Honoraria

It is the Honoraria Committee’s view that it is imperative
that LIC maintains a high calibre of directors on its Board.
Elected Directors bring a strong understanding of the
co-operative, the New Zealand dairy industry, as well as the
challenges ahead of the industry. Appointed Directors bring
to the Board a balance of skills and experience relating to
international markets, mergers and acquisitions, health
and safety, technology, finance, and risk, and often have
exposure to other complex businesses.
The aim of the Honoraria Committee is to ensure that
Directors’ pay is relevant and there is some recognition
of potential opportunities forgone to them, while being
sufficient to attract and retain good governors. Directors
pay needs to continue to reflect the substantial workload
and ever-increasing obligations on NZ Directors. The
Honoraria Committee is acutely aware that as a company
listed on the NZX, the level of compliance and scrutiny on
LIC is higher than for a non-listed company and there is no
evidence that the directors’ workload will decrease in the
foreseeable future.

9
Director Honoraria - recommendations
The Honoraria Committee recommend the following
increases to Directors’ remuneration, to take effect from the
conclusion of the 2022 Annual Meeting:
PositionCurrentRecom-
mended
$
increase
%
increase
Chair$123,600$132,000$8,4006.80%
Director$54,000$59,000$5,0009.26%
Discretionary
pool*
$60,000$60,000
No
change
No
change
Total$615,600**$664,000$48,4007.86%

* Maximum pool available for additional duties and
specialist skills, including roles as Committee Chairs.
** Based on current Board size of nine Directors.
Shareholders approved total remuneration of $669,000 in
2019 for a Board of ten Directors.
The honoraria paid to the Board Chair and the Directors
was last increased in 2018 and 2019 respectively. In that
time, according to the Reserve Bank of New Zealand’s
Inflation Calculator, the CPI has increased by approximately
13% and 11% respectively. The Honoraria Committee is
recommending increases of 6.8% for the Chair and 9.26% for
the Directors, both significantly less than these cumulative
increases in the CPI.
It is therefore the considered view of the Honoraria
Committee that the honoraria currently paid to LIC
Directors is no longer sufficient to maintain relative
remuneration parity with similar organisations and has
the potential to put pressure on LIC’s ability to attract
and retain good governors. In addition, the Honoraria
Committee considers that the current level of remuneration
does not fully recognise the time and commitment required
to be a Director of LIC.
Chair & Director Fees
2012-2022
ChairDirectorPool
$200,000
2012201320142015201620172018201920202021Proposed
2022
$0

10
Shareholder Reference Group Honoraria

The Honoraria Committee considers the Shareholder
Reference Group to be an important addition to LIC and
that the level of remuneration paid to its members needs
to be sufficient to attract Shareholders of the right calibre
to work on behalf of their fellow Shareholders in fulfilling the
Group’s role.
The Group’s current remuneration was approved by
Shareholders at the 2021 Annual Meeting, acknowledging
the increase in the workload of the Shareholder Reference
Group resulting from its change in role.
The Honoraria Committee is aware that there are very few
organisations which have a body similar to the Shareholder
Reference Group given its unique role that it can use
for direct comparison when it comes to considering the
Shareholder Reference Group’s honoraria.
Noting that the level of remuneration needs to ensure a
fair recognition of the members increased focus away from
their own farm operations, the time off farm spent on LIC
activities, their personal commitment to the co-operative
and other off-farm opportunities foregone, the Honoraria
Committee is recommending an increase in the Group’s
remuneration as set out below.
If resolution 2 does not pass, the Shareholder Reference
Group will continue to be remunerated at the level previously
approved at the Company’s 2021 Annual Meeting.
Board Recommendations 2022
CurrentRecommended$ increase
$200,000
Board ChairBoard DirectorBoard Pool
$0

11
PositionCurrentRecom-
mended
$ increase% Increase
SRG Chair$ 35,000$36,500$1,5004.29%
SRG Deputy
Chair
$ 16,000$17,000$1,0006.25%
SRG Member$ 12,000$12,600$6005.00%
Total$171,000$179,500$8,5004.97%
Daily Allow-
ance *
$320$350$309.38%
Shareholder Reference Group Honoraria -
recommendations
The Honoraria Committee recommend the following
increases to the remuneration paid to members of the
Shareholder Reference Group, to take effect from the 2022
Annual Meeting and a 5% increase in the daily allowance
paid to members of the Shareholder Reference Group for
days spent on LIC business outside of their normal meeting
schedule. The daily allowance was last increased in 2019.
* paid for time spent on extraordinary duties
Proposed
2022
Shareholder Council 2012-2020
Shareholder Reference Group 2021-2022
2012201220122012201220122012201220122012
ChairpersonDeputy Chair
Daily AllowanceSHC/SRG
$50,000$500
$0$0
SRG Recommendations 2022
CurrentRecommended$ increase
$50,000
SRG ChairSRG Deputy ChairSRG Member
$0

12
Item 4 - Resolution 3: To re-appoint KPMG as external
auditor
To consider, and if thought fit, to resolve by way
of ordinary resolution to re-appoint the chartered
accountancy partnership KPMG as the Auditor until the
conclusion of the Company’s next Annual Meeting, and
that the Directors be authorised to fix its remuneration.
The Board recommends to Shareholders that KPMG be re-
appointed as the external Auditor for the current year
Item 5 - Resolution 4: To elect one Elected Director for the
South Island
Shareholders in the South Island have the opportunity to
vote for one Director representative.
The nomination and election of Elected Directors to the
Board of LIC is governed by the LIC Constitution and the
transitional arrangements put in place as part of the
governance and representation changes introduced in
2020 (the reduction of the number of Elected Directors from
seven to six and the number of regions from four to two).
The election of Directors this year will see the final step of
these transitional arrangements completed.
Elected Directors are nominated and elected by
Shareholders within the relevant Region and are voted for
on the basis of one vote for each LIC share held (both Fully
Paid Ordinary and Nil Paid Ordinary Shares) in respect of a
farm located in the relevant Region.
In this year’s Director elections, and under the transitional
arrangements referred to above, the number of North
Island Directors will reduce from four to three. Gray Baldwin,
Ben Dickie and Alison Watters are due to retire by rotation
at the Annual Meeting. Gray Baldwin has decided, after ten
years on the LIC Board, to retire, while Ben Dickie and Alison
Watters are re-elected unopposed to the two North Island
positions (meaning they are each deemed to be elected
by the North Island Shareholders in accordance with the
Company’s Constitution). Alison Watters is elected for a
two year term up until the 2024 Annual Meeting in order to
stagger the rotation schedules of the directors. In addition,
a third Director is sought for the South Island, bringing the
number of South Island Directors up from two to three.
Three candidates are standing in the South Island for the
one Director position – Siobhan O’Malley, Corrigan Sowman
and Victoria Traynor.

The Board does not currently have sufficient information
to form a view on whether the candidates nominated for
election to the South Island Director seat would qualify as
“independent Directors” for the purposes of the NZX Listing
Rules.

13
The Director Candidate Assessment Process
A candidate assessment process for LIC Directors is
being undertaken this year and is being run by external
consultants, Propero Consulting. The purpose of this is
to undertake an independent assessment of candidates
standing for election to the Board. This process was made
available to all candidates.
The assessment process is not compulsory, meaning
that candidates can elect whether to go through the
candidate assessment process or not. Where candidates
agreed to participate in the assessment process, the
results of Propero’s assessments are included in this
Notice of Meeting. The information provided aims to assist
Shareholders when voting for their Director representatives.
The assessment process included the following steps:
• Candidate self-assessment
• A review of the candidate’s resume/CV
• A critical reasoning assessment
• Reference and relevant background checks
• A structured panel interview
• An exercise to test the candidate’s depth of thinking
and ability to assimilate information.

Competencies, skills and capabilities required of an
Elected Director
With increasing duties and legal obligations being placed
on Boards and Directors in New Zealand, LIC routinely
reviews the competencies, skills and capabilities required
of the Board and of the Company’s Directors.
The key capabilities are set out below to help guide you with
your voting.
Governance Aptitude
• Governance track record
• Long-term strategy and vision
Financial and Commercial Acumen
• Strong commercial track record
• Financial analysis, planning, and monitoring
• Economics of agricultural business models
Agricultural sector and systems knowledge
• Farm operations (including sustainability)
• Drivers of supply, demand and prices
• Co-operatives

14
• International agribusiness experience
• Genetics and science
Business Operations at Scale
• Driving operational efficiency
• C Suite experience
• Culture change
Customer / Stakeholder Insight
• Applying insights/data to key decisions
• Transforming end-customer experience
Marketing / Brand / Sales
• Marketing, sales, and brand strategies
• Supply chain and logistics
Technology and Innovation
• Farm technology and innovation
• Data Commercialisation
Diversity
• Age, ethnicity and gender
The skills, competencies and capabilities outlined above
have formed the basis of the independent assessment
process conducted by Propero Consulting.

15
South Island Candidates in
alphabetical order
We ask that you respect the personal and confidential nature of
the candidate profiles and assessments and restrict availability of
this information to only those who are immediately concerned with
voting.
Siobhan O’Malley
Siobhan O’Malley has been
involved in the dairy industry
since 2011. She is a passionate
advocate for the future of the
NZ dairy industry and has
recently purchased her first
dairy farm with her husband
Christopher. Innovation and
hard work have allowed her
to become a first-generation
farm owner.
Siobhan’s fresh thinking and diverse business experience
will bring a grounded but also forward-thinking perspective
to LIC’s Board. Siobhan is entrepreneurial and a strategic
thinker, capable of both setting a vision and executing the
processes to bring it to life. She is able to assimilate ideas
and data from multiple sources to support decision making
and find solutions.
Siobhan has had governance roles in a range of businesses
outside agriculture, including an Associate Director
role with civil contracting firm Westroads, Director of a
construction services company, and Director of farmer-
owned e-Commerce startup, Hemprino. She regularly sits
on school Boards as a trustee and local community sports
clubs.
Siobhan is co-founder of nationwide farmer charity Meat
the Need, where she remains a trustee, and chaired this
Board during the 18-month launch phase. This experience
cemented the importance of farmer-centered design for
products and tools used on farm, by farmers.
Having lived, and worked as a sharemilker, in multiple
regions across the South Island, Siobhan has a unique
perspective on the needs of a range of stakeholders in the
industry - from larger entities to herd-owning sharemilkers
and owner-operators, in a range of climatic conditions. She
currently lives on the West Coast, near Hokitika.
Her favourite thing about being part of the dairy farming

16
community is the collaborative approach by farmers and
co-operative structures that allow farmers to share success.
Siobhan believes that innovation-led solutions will solve
scaled challenges faced by the industry and that LIC has a
crucial role to play in ensuring a viable and thriving industry
for her children to step into.
NZ Sharefarmer of the Year 2017 (alongside her husband
Christopher).
Winner of the ‘Champion Award’ at the Primary Industries
Awards for Meat the Need (2020)
Awarded Institute of Directors’ Emerging Director Award
(2021)
Graduate of Kellogg Rural Leadership Course (2018) and
Agri-Women’s Development Trust: Next Level course (2021).
Institute of Directors’ 5 day Directors’ course and
Governance for Not-For-Profits training (2022).
B.A. (Hons. 1st class)
Master of Arts
Diploma in Agribusiness Management

17
Siobhan has a diverse entrepreneurial background,
having set-up and run a number of small businesses. She
sees LIC as aligned with her “passion for being a sector
ambassador” and long-term governance aspirations.
Siobhan’s family farming interest, Pukeko Pastures, began
in 2011 as a sharemilking business. It now owns a dairy
farm operating 180 cows. She is a graduate of the Kellogg
Rural Leadership Programme and previous sharemilkers’
representative (North Otago) with Federated Farmers.
As Chair of Meat the Need, she engaged Silver Fern Farms,
Miraka and Fonterra to partner with and sponsor the
programme. She led the formation of the Board and its
initial strategic framework. Through this role, Siobhan has
strengthened her agribusiness networks and gained insight
to supply chain design, logistics and organisational systems
(legal, financial, operational). Currently a trustee, Siobhan
has helped lead the trust’s rapid growth to an expected
product value of $10m next year.
Siobhan recently completed a 1 year term as the
associate director of Westroads, a contracting company
managing construction projects (annual revenue $30m,
140 employees). As a Westland District Council-controlled
organisation, Siobhan gained greater exposure to strategy
development, scale governance, financial reporting, H&S
considerations and organisational culture in the regulatory
environment.
Through her own businesses, Siobhan is strengthening her
knowledge of digital growth, e-commerce, branding and
retail strategies.
If elected, LIC would be Siobhan’s first large scale
commercial Director role. She would focus on transferring
her hands-on entrepreneurial skillset to the governance
level required for LIC’s scale and operational complexity.
Siobhan is a critical thinker and confident contributor to
discussions. She has experience operating in both fast-
paced / innovative and more process-oriented settings.
She will likely enjoy meeting environments where diverse
perspectives and constructive challenges are used to build
towards consensus.
Siobhan has achieved a Master of Arts (Distinction) and
Graduate Diploma in Teaching and Learning (Secondary).
She is a member of Federated Farmers and the Institute of
Directors. She has completed the IoD Company Directors’
Course, Agri-Women’s Development Trust’s Next Level
course, and Federated Farmers’ Leadership Course 1.
LIC director election 2022 candidate profile
Profile summary
Siobhan O’Malley

18
Corrigan Sowman
My name is Corrigan
Sowman, I’m a 42-year-old
dairy farmer from Golden
Bay. My wife Ruth and I (and
our two young boys) work in a
family business in partnership
with my brother and parents.
I’ve been part of the dairy
sector since graduating from
Massey University. Firstly as a
Consulting Officer and Farm
Consultant in Canterbury,
before returning to the farm
in 2008. Off farm, I’ve been a Chair of SIDE, a Director and
Chair of SIDDC which operates Lincoln University Dairy
Farm, and Deputy Chair of the DairyNZ Dairy Environment
Leaders program. I am a Kellogg Rural Leader and 2019
Nuffield Scholar.
I believe that New Zealand farmers are highly skilled
business people on the world stage. Their practical ability
to operate complex biologically based systems, and to
integrate these skills to produce food in a world-class way is
desired by people internationally and confers a competitive
advantage.
The privilege to be part of the Nuffield Scholar program
gave me a unique perspective on the scale of the
global food system and the many different challenges
confronting farmers. As farmers, we are indelibly tied
to the land, the customer and for many of us, the
animals we work with every day. It’s why the current
social pressure of change in the expectations of how
food is produced and farmers operate is very personal.
For the last 18 months I have been a member of Fonterra’s
Sustainability Advisory Panel, working with the senior
leadership team on future strategy. In 2021 I completed the
Fonterra Governance Development Programme.
I relish being a hands-on farm manager because ultimately
many of the challenges we face are at the coal face.
Whether it’s how we overcome the ever increasing burden
of data collection and get better integration across the
sector; or how we tackle methane reductions in a practical
way that doesn’t break the bank; or whether we have the
right tools, and information in the hands of our staff to
make the right decisions at the right time.
This is why I seek your support as a Director of LIC. I believe
we are world-class dairy farmers. But I am acutely aware
of the challenges we face. I would value an opportunity
to contribute to finding the solutions, ensuring our co-
operative and our farmers prosper in the future.

19
Corrigan draws from a number of South Island dairy farming
leadership and representative roles. He is motivated to join
the LIC Board as a way to continue contributing to the sector’s
success while also strengthening his governance experience.
Corrigan is the owner, Director and business manager of
Uruwhenua Farms, a 400ha dairy farm. His earlier career
involved roles in farm research and consultancy. He is both
a Nuffield Farming Scholar and Kellogg Rural Leadership
Scholar.
Corrigan has developed strong awareness of on-farm
sustainability considerations. He is the current farmer
member on the Fonterra Sustainability Advisory Panel, a
group providing independent advice to the Fonterra Board
and senior management on the company’s ESG strategy.
He was also the deputy Chair of DairyNZ Dairy Environment
Leaders, an initiative aimed at supporting farmers navigate
regulatory changes across the environmental and climate
space.
For 5 years, Corrigan was Chair of the South Island Dairy
Development Centre. The SIDDC operates the Lincoln
University Dairy Farm and is a partnership between LIC,
AgResearch, DairyNZ, Ravensdown, Lincoln University
and SIDE aimed at driving industry improvements through
innovation and collaboration. Over his tenure, Corrigan
worked with the partner organisation CEOs, led engagement
in a complex stakeholder environment, and oversaw strategy
development and the appointment of a new GM.
Corrigan has focused his leadership positions to support
change through system practice development. He has
gained experience ‘beyond the farm gate’ in strategy
implementation, governance leadership, sustainability
regulation, and financials (including farmer funding and
institutional investment). Across all roles, he has brought
a strategic perspective and understanding of the primary
sector’s evolving drivers and imperatives.
LIC is of larger scale and operational complexity than
Corrigan’s previous board roles. If elected, he would focus
on scaling his strategic experience to the commercial
governance level as well as strengthening his marketing and
digital knowledge.
A critical thinker, Corrigan will likely enjoy structured
discussions focused on finding practical solutions.
He is expected to be a confident contributor in
collegial and collaborative meeting environments.
Corrigan has achieved a Bachelor of Applied Science (Majors
in Natural Resource Management and Agriculture). He has
also completed the Fonterra Governance Development
Programme.
LIC director election 2022 candidate profile
Profile summary
Corrigan Sowman

20
Victoria Trayner
I am a proud 5th generation
dairy farmer. From our
early days sharemilking, my
husband Glen and I now farm
475ha in Oxford, Canterbury,
milking on 219ha ,650 cows. We
are raising our three daughters
to be future caretakers of our
land.
I am a descendant of Waitaha
Kati Mamoe Ngāi Tahu ngā
iwi and have a strong affiliation to my land as my family did
before me. I am actively involved in my family’s extended
enterprise across pig farms, an angus beef stud, additional
dairy farms and dairy support. We have seen with the use
of genetic improvement, the use of data recording and
reporting become a significant asset to our livestock and
business and have seen economic merit on this investment.
While establishing my career in the dairy industry I have
also been a Lecturer in Agribusiness and Production
Management for the Primary ITO. This activity combined
with my involvement in our wider family business gives me
comprehensive knowledge across the different primary
sectors from both a farm gate and corporate perspective.
Qualifications
• Master Business Administration
• Bachelor of Agriculture
• Bachelor of Fine Arts
• Graduate Diploma of Teaching and Learning
I have relevant corporate experience that would add value
to the LIC Board. I have gained significant governance
exposure in a variety of senior positions across the farming
sectors. I have a strong alignment to co-operative values
and a focus on intergenerational principles.
Governance experience...
• Director - Waimakariri Irrigation Limited (2018 – current)
• Co-operative
• Supplies irrigation water to 200 farms irrigating
23,000ha
• Assets employed $24m
• Associate Director - Alliance Group Ltd(August 2021-
July 2022)
• Co-operative
• Meat processing and exporting
• Chair - Canterbury Plan Change 7 Sector Group (2017-
2021)
• Steering group with industry input to have alignment
and collaboration in regional submissions for
the environment court around Plan Change 7 for
Canterbury.

21
• Trustee - Waimakariri Landcare Trust (Next Generation
Farmers Trust )
• Environmental advice to the local farming community
around proposed land and water policies and
developed into a Landcare Trust with MPI Sustainable
Foods and Fibre Funding.
• Fonterra Governance Programme (2020)
• recipient of the Ian Elliot memorial scholarship, from
Trinity Lands. )
The structure and performance of the dairy industry in New
Zealand has changed significantly over the last few years
and has been heavily influenced by government policy.
Looking ahead, there are numerous challenges facing the
sector. These challenges include...
• international economic ramifications of COVID-19,
• community expectations for the environment and
• changing technologies and data collaboration
• consumer tastes, with the competitiveness of new
artificial products like synthetic milk as yet unknown.
LIC potentially has a part to play across these challenges, as
technology and genetic understanding evolves.
LIC has performed strongly in recent years. To continue this
success it needs to:
• Drive efficiency in its core business
• Deliver cost effective solutions for farmers
• Focus on excellence in customer service for our farmer
shareholders
• Maintain a leading edge in new technologies
• Continue to deliver strong profitability
• Stay as a co-operative
What adds value to a company and to the economy, is
growing revenue more quickly than costs are increasing.
Shareholders are facing this in their own business and I see
LIC has an important role to continue to expand its production
frontier. I am really excited about the possibilities LIC has
to add value to the value chain for farmers, shareholders,
customers and stakeholders, now and into the future.
I have an independent and inquiring mind, I ask challenging
questions respectfully, listen and make decisions taking a
long-term view. If elected I will:
• bring a strong commercial focus to the board table
• take a strategic view
• add diversity of thought
It is important to me to leave the agriculture industry in a
strong position to pass onto the next generation. I respectfully
seek your vote for the LIC Board

22
Victoria draws from a broad agribusiness and education
background and is motivated for the LIC role as an opportunity
to ‘give back’ through shareholder representation. She notes
her close alignment to the co-operative values and focus on
intergenerational value.
Victoria has extensive primary sector experience through her
own and family farming enterprises, including dairy farms, pig
farms, Angus beef stud and dairy bull run-off. She is currently
a tutor in agribusiness and production management through
AgriLearn (privately-owned rural training company).
Victoria is a Director of Waimakariri Irrigation Limited, which
operates and manages a run-of-river scheme to deliver water
to 200 shareholders. Over her tenure, Victoria has overseen
CAPEX, risk management, financial reporting, and H&S. She
has led a digital strategy review and shareholder engagement
strategy and been involved in responding to environmental
regulatory changes.
As Chair of the Primary Sector PC7 Committee, she has
engaged with stakeholders including DairyNZ, B+LNZ,
Ballance and Fonterra, and has helped implement a full water
quality data collection plan.
Victoria recently completed her 1 year term as Alliance’s
first associate Director, and gained exposure to large-scale
commercial co-operative governance. She strengthened
her awareness of go-to-market strategies, consumer and
supply chain models and international markets. As the Board
implemented a large enterprise resource planning system
change, she also gained exposure to automation efficiency.
A descendant of Waitaha and Ngāti Māmoe (both represented
by Ngāi Tahu), Victoria has strong whakapapa connections
and understanding of te ao Māori. She has developed broad
agribusiness networks and has growing exposure to the
regulatory environment including ECan (Canterbury Regional
Council).
If elected, Victoria would focus on scaling her current
governance experience to match LIC’s size and commercial
complexity. This may involve strengthening her knowledge
around branding and sales.
A critical thinker, Victoria is expected to bring a careful and
systematic decision-making style. She notes the importance
of acting with mana and integrity, and will likely be a confident
contributor in environments with high respect and collegiality.
Victoria has achieved a Bachelor of Agriculture, Graduate
Diploma of Teaching and Learning, and Bachelor of Fine
Arts. She is a member of Federated Farmers and the Institute
of Directors. She has completed the Fonterra Governance
Development Programme.
LIC director election 2022 candidate profile
Profile summary
Victoria Trayner (Ngāi Tahu)

23
LIC Director Election 2022 Ratings
Propero’s independent ratings against the Board’s
strategic skills matrix
CapabilityCorrigan
Sowman
Siobhan
O’Malley
Victoria
Trayner
Governance
aptitude
534
Financial and
commercial
acumen
333
Agribusiness
“sector” and
“systems”
knowledge
544
Business opera-
tions at scale
333
Customer /
stakeholder
insight
433
Marketing /
brand / sales
232
Technology and
innovation
333
Total ( /35)252222
Rating scale
54321
ExpertStrongCompetentDevelopingLimited

24
Item 6 - Resolution 5: To ratify the re-appointment of Tim
Gibson as an Appointed Director
Timothy (Tim) D Gibson
Tim is Managing Director of
Tūhana Consulting Limited.
He is a successful international
executive with strengths in
strategy development and
implementation, stakeholder
management, and building
high performing teams. He
has been a Chief Executive
in government and held
Managing Director and senior
executive positions in co-operative and public companies.
Tim’s career spans roles in the New Zealand Dairy Industry,
in New Zealand, Asia and Europe. It includes Managing
Director, Anchor (UK) Limited; Managing Director, North
Asia, New Zealand Dairy Board; and Group Director Global
Strategy, New Zealand Dairy Board.
Tim is on the Board of Miraka Ltd, a New Zealand based milk
processing company. He is also a Director of the Port Otago
Ltd (port and property); Skills Consulting Limited (workplace
training); Silver Fern Farms Ltd (New Zealand’s largest
meat processing and sales business); ManageMyHealth
Global Ltd (online health management services); Tūhana
Business & Human Rights Limited (consultancy and
advisory services); and Omnieye (“intelligent eye” livestock
monitoring).
The Board requests Shareholders ratify Tim’s appointment
for a further term until the third annual meeting from the
date of this Annual Meeting (Approximately three years)
and continues to consider him to be an Independent
Director for the purposes of the NZX Listing Rules.
Item 7 - Resolution 6: To elect two members of the
Shareholder Reference Group for the Upper North
Territory.
LIC Shareholders from the Upper North Territory have the
opportunity to vote for two Shareholder Reference Group
(SRG) members.
Of the two current members of the SRG drawn from the
Upper North Territory, Mark Benns is seeking re-election
while Lyna Beehre has decided to not seek re-election.
Three candidates are standing for two positions in the
Upper North Territory – Mark Benns, Aleisha Broomfield and
Murray Hawkings.

25
Elected members of the SRG are nominated and elected by
Shareholders within the relevant Territory and are voted for
on the basis of one vote for each participant code located
in the relevant territory. For the avoidance of doubt, voting
entitlements are not related to the number of shares held
by an LIC Shareholder.
The two candidates with the most votes will be appointed
to the SRG. If none of the candidates receive any votes,
none of the candidates will be appointed to the SRG.
Similarly, if only one candidate receives votes and the
others do not, that candidate who did receive votes will be
appointed to the SRG and the other candidates will not.
In these circumstances, the SRG may elect to fill a casual
vacancy on the SRG in accordance with the Constitution.

26
Mark Benns
My name is Mark
Benns, and I am
seeking re-election
to the Shareholder
Reference Group as your
representative for the
Upper North Island.
With my wife Louise and
our two young daughters,
we are 50/50 sharemilkers on 230 cows, just outside of
Morrinsville. We are the proud owners of a third generation
LIC herd and 3-digit participant code.
I seek re-election to the Shareholder Reference Group
because of the fundamental reason it exists - to represent
your voice and act as a conduit between management and
grassroots. Farmer engagement through the Shareholder
Reference Group with LIC’s Senior Management and Board
is crucial if we want to play a hand in shaping the direction
of our co-operative. Having said this, I will always be
prepared to challenge the status quo at LIC on your behalf
and encourage new and better ways of doing things based
on your input and guidance on issues that matter to you.
No question should be too tough, or feedback too honest.
Being ‘hands-on’ on a daily basis means that I understand
some of the challenges you face, and the significant role LIC
has to help provide us with solutions. I believe this coalface-
oriented approach is vitally important to represent your
interests and help shape the operational decisions that LIC
makes which will impact your livelihood and mine.
I care deeply about the success of our co-operative and
have spent my tenure on the Reference Group forging
strong connections within the greater LIC business whilst
pursuing issues like Genemark turnaround times, LIC
Automation and Herd Testing capability on your behalf.
It is through my understanding of these issues and strong
internal LIC relationships that I believe I add value to both
our co-operative and you, its Shareholders.
It is my knowledge, passion, existing relationships with
Shareholders, LIC Board members and senior management,
and continual desire to add value that I have to offer the
Shareholder’s Reference Group as one of its Upper North
Island representatives. It has been a privilege to serve
you all over the course of the last four years, and I would
welcome the opportunity to serve another term as your
elected representative.
Please feel free to contact me on (027) 270 2403, or via
email: m_benns@hotmail.com.
I wish you all the very best for the remainder of the season.

27
Aleisha Broomfield
Hi, I’m Aleisha Broomfield
a 50/50 sharemilker
milking 250 Friesian cross
cows near Te Aroha.
I grew up on a family
farm near Morrinsville
and have always had a
close affinity to animals.
I studied a Bachelor of
Agricultural Sciences
(Hons1) at Lincoln
University, then worked for Ballance then DairyNZ as a
Consulting Officer in Matamata-Kereone, where I got to
meet lots of great local farmers. I have also worked as a
private consultant, tutored PrimaryITO classes and worked
and travelled overseas.
My favourite thing about farming is seeing strong, well-
bred AB replacement heifer calves on the ground and then
watching these animals grow and develop, then enter the
herd in great condition with top reproduction and milksolids
performance from the get-go. In 2021 I won the Anexa Herd
Health and Wellbeing award and I run a low SCC and target
high six-week in-calf rates. I value running a business that
is sustainable for people, the animals and the environment
as well as being profitable to achieve our goal of farm
ownership.
We use lots of LIC products and technology on farm, so I
have hands-on experience, and feel this puts me in a great
position to listen, understand and advocate on behalf of
farmers in the Upper North Territory. I consider myself to be
open, honest, hard-working, a good listener and my major
strength is communication. I have a huge passion for the
industry, I am not afraid to challenge the status quo and
stand up for what is right, and I always give 120%. I believe
having a clear vision and strategy and the right structure
within LIC is key to the success of this co-operative and
in turn the success of our whole dairy industry. I want my
generation to pave the way for future farmers and the
success of LIC and the Shareholder Reference Group (SRG)
is key to this.
If elected as a member of the LIC SRG I would:
• Bring diversity of thought as a younger farmer, with
different perspectives, I will be part of the co-op for a
long time to come.
• Mix well with farmers of all ages, stages and
farming backgrounds and represent them well in the
Shareholder Reference Group, to management and
the LIC Board

28
• Work collaboratively with the Board and management
of LIC, keeping a focus on the co- operative’s vision
and strategy
• Learn a lot along the way!!
Murray Hawkings
My wife Nikki and I have three
children, Courtney 23, Lauren 21
and Finn 18 and we live on our
dairy farm in Matamata where
we milk 190 cows on 80ha plus a
50ha lease for our young stock.
My journey through farming
started with weekend and school
holiday work for my uncle and
aunt on their dairy farm near
Levin where a passion for caring for stock started. I quickly
set out some goals to achieve at a young age and with
some guidance and mentoring bought my first herd of 125
cows and at 19 years old went 50/50 share milking.
At age 20 I learnt to be an LIC AI technician. In 1988 one
rubber glove was used for every cow over all farms and
swinging over pipes in herringbones was common practice.
Understanding the semen was coming out of the best bulls
in the country started a passion for me in genetics and as
a sharemilker I wanted to use the best bulls in the country
at the time. Over the years I have been impressed by the
rate of advancement in technology that is used to get the
best available data on genetics, not only in New Zealand
but around the world.

After sharemilking for 20 years in the Horowhenua and
building up to 2,000 cows we sold 1,800 of them and bought
a dairy farm in Matamata in 2008. I can honestly say that
through some volatile years on world markets, that passion
to see genetics improve has driven me out of bed to see if
that all important heifer has been born and we are proud
to have reached the goal of getting animals into the Bull
Team.
It has always been a keen interest of mine to try and keep
an eye on what other farmers are doing with advancements
in technology, information, electronics and genetics to
improve and benefit their farming systems.
Outside of the farm, it’s time with the family. At the top of
the list is water sports and spending time at the beach and
snow skiing which are activities we all love to partake in. I
thoroughly enjoyed my time coaching kids sports (hockey)
for 17 years where a strength of connecting with people so
they could be their best for the team was highlighted with a
very successful Matamata College Girls 1st XI team.

29
I have had experience as a Director of a small farming
retail business that was bought by Farmlands and was
also a committee member of our local vet club in the
Horowhenua. In 2002 Nikki and myself won the Manawatu/
Rangitikei Sharemilker of the Year, we went on to convene
the competition for the next two years. I was President of
Junior Hockey in Matamata for three years and in 2018 I
won the Matamata/Piako sporting personality of the year.
I would thoroughly enjoy being a representative of
shareholders working in conjunction with the Board and
management and feel I have a wealth of experience to pull
from.
Items 8 & 9 - Resolutions 7 & 8: Approving the
re-election of Honoraria Committee members
All LIC Shareholders are eligible to vote on the Honoraria
Committee Election. Each LIC Shareholder shall have one
vote per participant code. For the avoidance of doubt,
voting entitlements are not related to the number of shares
held by an LIC Shareholder.
Pursuant to LIC’s Constitution, Honoraria Committee
members must be elected by Shareholders (and there are
no voting restrictions on these elections). Each member of
the Honoraria Committee shall hold office for approximately
a two-year period and shall retire by rotation at the
conclusion of the second annual meeting following the
Honoraria Committee member’s appointment.
In the event where one or both of the candidates are
unsuccessful in receiving Shareholder approval, the
Honoraria Committee will continue to have a sufficient
number of members to continue to carry out the functions as
set out under LIC’s Constitution (further information about
the Honoraria Committee is set out under the explanatory
notes for items 2 and 3 above).
Biographical information on the candidates is included
below. In the event that resolutions 7 and / or 8 do not pass
(i.e. a candidate does not receive at least a simple majority
of the votes in favour of their appointment), that candidate
will not be appointed to the Honoraria Committee. In these
circumstances, the Honoraria Committee may appoint an
eligible person to fill a casual vacancy in accordance with
the Constitution.

30
Scott Montgomerie
e. smontgomerie@xtra.co.nz
p. 0274 959905
I have 35 years running and
growing our family dairy farming
enterprise. During this time I
have gained experience and
skills at both management
and governance levels. I have
continued to educate and upskill
myself with completion of the
Institute of Directors certificate in Company Direction along
with the FAME program. This has enabled me to further
develop my skills in research, evaluation, communication,
teamwork and understanding the current and future
business environment.
I believe these skills enable me to continue to make a
valuable contribution to the LIC Honoraria Committee. It is
essential that the LIC Board of Directors and Shareholder
Reference Group are rewarded for the time, skills and
leadership qualities that are required for the position.
Present Positions
*Appointed NZAEL Board 2013 - to date
*Elected Fonterra DRC 2010 - to date
*Elected LIC Honoraria Committee 2016- to date
* Chairman Orini Downs Station
In particular I offer you integrity and high ethical standards.
I have a proven ability to work as a member of a Board/
committee gathering, reviewing and understanding
information as well as making sound, well-based informed
decisions.
I thank you in anticipation of your support.

31
Shirley Trumper
Shirley is an active member of
the Honoraria Committee, a role
she has held for two years and
brings a wide and diverse lens to
the table. Shirley understands
the need to retain good Directors
is essential for succession, but
mindful attracting those with
the right skills and attributes to
provide for tomorrows farming
in our changing world is also front of mind. Shirley’s
experience in governance and funding roles brings diversity
to the position.
Governance Roles:
LIC Honoraria Committee
DairyNZ Remuneration Committee
Chair Dama Wallaby Regional Co-ordination Group
Chair Rotorua Rural Community Board
National Board Member Citizens Advice Bureau
Rotorua Lakes Council CEO Performance and Leadership
Committee
Shirley is a member of the Institute of Directors where she
continues her professional development, and has obtained
a Legal Executive Diploma, Diploma in Mediation and is
a Resource Management Act Commissioner with Chair
accreditation.
Previously, Shirley was an AB Tech and sales representative
for LIC. Herd testing is one of the core products the farming
operation utilise five times a year. Shirley strongly believes
herd testing is an important element in the toolbox to
making good decisions to farm profitably.
In 2016 Shirley was elected Chair of the inaugural Rotorua
Rural Community Board, a role she is stepping down from
after six years. Her passion extends to Not for Profit, such
as a Citizens Advice Bureau volunteer as an advocate
for the past fifteen years and is an active member of the
Rotorua Community Patrol.
Shirley and her husband live in Waikite Valley and went
through the ranks to farm ownership through sharemilking
and moving in 2016 to farming a 480ha mixed dairy and
beef operation with their son and his family in an equity
partnership. Shirley is actively involved with the calves over
their split-calving operation.

32
LIC - NOTICE OF 2022 ANNUAL MEETING

Format of the Meeting
The 2022 Annual Meeting will be a hybrid meeting. A physical
meeting will be held at the Hotel Distinction Coachman, 140
Fitzherbert Avenue, Palmerston North, commencing at
12 noon and will also be available to all Shareholders online
at www.lic.co.nz/annualmeeting.
If the COVID-19 alert levels are raised in the Manawatu
region, the meeting will be a virtual meeting only.
Shareholders will be able to vote electronically, by post or
by appointing a proxy.
Shareholders can attend and participate virtually from
anywhere in the country through the LIC website
www.lic.co.nz/annualmeeting.
How to Cast a Vote
Shareholders can vote in one of the following ways:
1) Electronic voting
2) Postal voting
3) Appoint a LIC Director or Shareholder Reference
Group member, or another person, as your proxy
4) Voting at the Annual Meeting
Shareholders are encouraged to vote either electronically
(via LIC’s website), by post or by appointing a proxy.
Advanced electronic voting closes at 12.00 noon on Tuesday
18 October 2022 but Shareholders who attend the annual
meeting, either in person or online, will be able to cast their
vote at the meeting if they have not already done so.
Please choose only one voting option.
Detailed instructions on each method of voting and how to
vote are included within the Voting Form.
Full details on how to return your Voting Form to Link Market
Services Limited are available at the end of this section.
Any Director or Shareholder Reference Group member of
LIC who is appointed as a proxy and is given discretion as
to how to vote will vote in what he or she believes to be the
best interests of LIC. A proxy need not be a Shareholder
of LIC.

33
You may appoint the Chair of the Board to be your proxy,
but a proxy is not entitled to exercise more than 1% of the
maximum number of votes that may be exercised at a
meeting of the Company. Accordingly, if the Chair is named
as proxy by you and by a number of other Shareholders,
then they may not be able to cast your votes. Therefore,
it is preferable to nominate a proxy from your Region or
Territory.
If you wish to appoint a proxy to vote in your absence, the
proxy appointment section of the Voting Form must be
completed, signed and received by Link Market Services
Limited no later than 12 noon on 18 October 2022.
If you are using postal voting or appointing a proxy, return
your Voting Form to Link Market Services in any of the
following ways:
• Mail to Link Market Services Limited, PO Box 91976,
Auckland 1142
• Deliver to Link Market Services Limited, Level 30, PwC
Tower, 15 Customs Street West, Auckland 1010
• Scan and email to meetings@linkmarketservices.
com (please put the words “LIC Annual Meeting” in the
subject line for easy identification).
If you are not attending and voting at the Annual Meeting,
your advance electronic vote must be cast or your Voting
Form must be received by Link Market Services Limited no
later than 12 noon on 18 October 2022 to be valid.
The Board has appointed Melanie Tonkin as the Returning
Officer. She has authorised Link Market Services Limited to
receive, record and count all postal votes, electronic votes
and proxy votes.
If you have any questions regarding the voting, please
contact the Election Helpline on 09 375 5998
Please Note:
a. Please choose only one voting option.
b. Multiple herd owners need to vote on each Voting
Paper received individually.

34
Voting restrictions
There is a 1% voting cap which applies to all LIC Shareholders
pursuant to the Dairy Industry Restructuring Act 2001 and
LIC’s Constitution. The 1% voting cap is calculated based on
the number of votes that may be exercised at this meeting
(and so excludes treasury stock and other restricted
securities).
Any LIC Shareholder who holds more than 1% of LIC’s
Shares on issue will be limited in their ability to vote to the
equivalent shares of 1% of the votes cast on the resolution.
Where a particular Shareholder has multiple holdings
across different entities or debtor codes, restrictions will
apply to all affected voting securities on a pro-rata basis.
Under NZX Listing Rule 6.3.1, the Directors and their
Associated Persons are disqualified from voting on
Resolution 1. This extends to a Director who has been
appointed with a discretionary proxy. A Director is only
entitled to exercise a proxy for this Resolution where the
Shareholder has provided that Director with an express
instruction setting out how to exercise that Shareholder’s
vote.
Disclosure of financial
assistance as required under
the Companies Act 1993
LIC’s Board has approved the provision of financial
assistance in relation to three schemes that are available
to eligible LIC Shareholders, Directors and/or employees.
These are:
(a) LIC Employee Share Scheme;
(b) LIC Voluntary Investment Scheme; and
(c) LIC Dividend Reinvestment Plan.
Details relating to how much financial assistance LIC
intends to provide and the relevant considerations by the
Board are set out below. The Directors who voted in favour
of this resolution have signed certificates in accordance
with sections 77(2) and 78(3) of Companies Act.

35
LIC Employee Share Scheme
LIC will provide financial assistance to those employees
who elect to participate in the LIC Employee Share Scheme
(Employee Scheme) which from 1 April 2011 has been
managed by Craigs Investment Partners Ltd (Craigs) with
Custodial Services Ltd acting as custodian (Custodian). LIC
proposes to pay the Manager’s and the Custodian’s fees
and expenses (including brokerage). The amount of the
fee will depend on how many employees participate in the
Employee Scheme and the level of their contribution. An
estimate of the net amount of financial assistance in the
next 12 months is $22,000.
The Board resolved on 20 July 2022 that LIC should provide
this financial assistance (Employee Scheme Assistance) for
the period of 12 months commencing 10 working days after
the date of sending this disclosure to Shareholders, and
that the giving of the Employee Scheme Assistance is in the
best interests of LIC and is of benefit to Shareholders not
receiving that financial assistance; and that the terms and
conditions under which the Employee Scheme Assistance is
given are fair and reasonable to LIC and to the Shareholders
not receiving that financial assistance.
The grounds for the Board’s conclusions are as follows.

(a) The Employee Scheme is a valuable addition to the
benefits available to the employees of LIC and will
assist in retaining them as valuable staff.
(b) The Employee Scheme is a method of aligning the
interests of employees with the interests of
Shareholders and is an effective means of
motivating future performance of the employees
(c) Shareholders will not be diluted or otherwise
disadvantaged as no new LIC Shares are being
issued under the Employee Scheme.
(d) The Employee Scheme will enhance the liquidity in
the market for the LIC Shares, providing a more
liquid market for Shareholders wishing to trade in
LIC Shares.
(e) The amount of financial assistance is minimal in
comparison to the benefits arising out of the
Employee Scheme for Shareholders and LIC.
LIC Voluntary Investment Scheme
LIC will provide financial assistance to those eligible
Shareholders who elect to participate in the Voluntary
Investment Scheme (Investment Scheme) by agreeing to
pay to Guardian Trust Company of New Zealand Limited
(Guardian Trust) as the Approved Holding Entity the services
and administration fees and brokerage and commission

36
costs incurred for the purposes of the Voluntary Investment
Scheme. Craigs has been appointed as the Broker to
purchase Ordinary Shares on the NZX market for the
purposes of the Investment Scheme, and the money paid
by LIC to Guardian Trust as Approved Holding Entity will
include the administration fee, brokerage and commission
costs of Craigs.
LIC is required to make disclosure to all Shareholders in
respect of this proposed financial assistance. The exact
amount of this financial assistance depends upon the
extent to which eligible Shareholders participate in the
Investment Scheme. An estimate of the net amount of
financial assistance in the next 12 months is $11,000.
The Board resolved on 20 July 2022 that LIC should
provide the financial assistance referred to above (VIS
Assistance) for the period of twelve months commencing
10 working days after the date of sending this disclosure to
Shareholders, and that the giving of the VIS Assistance is
in the best interests of LIC and is a benefit to Shareholders
not receiving that financial assistance; and that the terms
and conditions under which the VIS Assistance is given are
fair and reasonable to LIC and to the Shareholders not
receiving that financial assistance. The grounds for the
Board’s conclusions are in essence:
(a) The VIS Assistance enables LIC to provide Directors
and senior managers who are eligible to be
Shareholders with a means of acquiring additional
LIC Shares through a fixed trading plan implemented
in advance.
(b) The VIS Assistance is a method of aligning eligible
Shareholders with the interests of company by
providing a legally compliant way of acquiring LIC
Shares by individuals who may otherwise be
restricted from trading from time to time.
(c) The additional LIC Shares will be acquired by Craigs
either through on-market transactions or from LIC.
(d) Participating shareholders will, as far as is
practicable, pay a uniform price in relation to a
season.
(e) The Investment Scheme will enhance the liquidity in
the market for LIC Shares, providing a more liquid
market for both participating and non-participating
Shareholders wishing to trade in LIC Shares.
(f) The Investment Scheme enables LIC to offer eligible
Shareholders a mechanism to invest in LIC Shares
without resulting in unnecessary new capital being
raised through the issue of new LIC Shares.

37
LIC Dividend Reinvestment Plan
LIC has provided financial assistance to those Shareholders
who elect to participate in the Dividend Reinvestment Plan
(Dividend Plan) by agreeing to pay to Guardian Trust as the
Approved Holding Entity the services and administration
fees and brokerage and commission costs incurred for the
purposes of the Dividend Plan. Craigs has been appointed
as the Broker to purchase Ordinary Shares on the NZX
market for the purposes of the Dividend Plan, and the
moneys paid by LIC to Guardian Trust as Approved Holding
Entity will include the administration fee, brokerage and
commission costs of Craigs.
LIC is required to make disclosure to all Shareholders in
respect of this proposed financial assistance. The exact
amount of this financial assistance will depend upon the
extent to which Shareholders participate in the Dividend
Plan. An estimate of the net amount of financial assistance
in the next 12 months is $15,000.
The Board resolved on 20 July 2022 that LIC should provide
the financial assistance referred to above (Dividend
Plan Financial Assistance), for the period of 12 months
commencing 10 working days after sending this disclosure
to Shareholders, and that the giving of the Dividend Plan
Financial Assistance is in the best interests of LIC and
is of benefit to Shareholders not receiving that financial
assistance; and that the terms and conditions under which
the Dividend Plan Financial Assistance is given are fair and
reasonable to LIC and to the Shareholders not receiving
that financial assistance. The grounds for the Board’s
conclusions are:
(a) The Dividend Plan Financial Assistance enables LIC
to provide shareholders with an efficient means
of acquiring additional LIC Shares without incurring
transaction costs which they would otherwise incur.
(b) The Dividend Plan Financial Assistance is available
to all eligible Shareholders, giving equal opportunity
to participate in the benefits of the Dividend Plan.
(c) The additional shares can be acquired by Craigs
through on-market transactions, by the transfer
of LIC shares held as treasury stock and/or
subscribing for new shares (on behalf of the
Shareholder).
(d) Participating Shareholders will pay no greater than
the higher of:
(i) the volume-weighted average price of shares
trading on the NZX market during the 20
Business Days prior to the date that the Board
determines to issue shares from treasury stock;
and

38
(ii) the average NZX market price paid by Craigs
on behalf of Participants for on-market
acquisitions
(e) The Dividend Plan will enhance the liquidity in the
market for the LIC Shares, providing a more liquid
market for both participating and non-participating
Shareholders wishing to trade in LIC Shares.
(f) The Dividend Plan enables LIC to offer shareholders
a mechanism to reinvest dividends in shares without
resulting in new capital being raised through the
issue of new LIC Shares; and
(g) The amount of financial assistance is minimal in
comparison to the benefits arising out of the
Dividend Plan for Shareholders and LIC.
20 October 2022 – Online at www.lic.co.nz/annualmeeting

39
LIC - NOTICE OF 2022 ANNUAL MEETING
Glossary
Annual Meeting means the 2022 Annual
Meeting of Shareholders to be held online at
www.lic.co.nz/annualmeeting and in person at Hotel
Distinction Coachman, 140 Fitzherbert Avenue, Palmerston
North.
Appointed Directors means Directors appointed by the
Board of LIC pursuant to the Constitution.
Board means the Directors numbering not less than the
required quorum acting together as a Board of Directors.
Business Day has the meaning given to ‘Working Day’ in the
Companies Act.
Companies Act means Companies Act 1993.
Company or LIC means Livestock Improvement Corporation
Limited.
Constitution means the Constitution of LIC.
Directors means the Directors for the time being of the
Company.
Elected Directors means Directors elected by Shareholders
pursuant to the Constitution.
LIC Share means a share in the capital of the Company
that has been or may be issued from time to time, which has
the rights set out in section 36(1) of the Companies Act.
Listing Rules means the NZX Listing Rules, dated 17 June
2022, which relate to the NZX Main Board as amended from
time to time, and may be a reference to a particular Rule or
Rules as specified.
NZ RegCo means NZX Regulation Limited.
NZX means NZX Limited.
Region means a geographical area designated as a
‘Region’ pursuant to the Constitution.
Returning Officer has the meaning given in the Constitution.
Shareholder means a person whose name is entered in the
register of security holders maintained by the Company as
the holder for the time being of one or more shares.
Shareholder Reference Group or SRG means the
Shareholder Reference Group.
Territory means a geographical area designated as a
‘Territory’ pursuant to the Constitution
Voting Form means the combined proxy appointment
and voting form to be used for the purposes of the Annual
Meeting

40
Directory
LIC
Livestock Improvement Corporation Limited
Corner Ruakura and Morrinsville Roads
Newstead, Hamilton
Private Bag 3016
Hamilton 3240
+64 7 856 0700
www.lic.co.nz
Election helpline
+64 9 375 5998

Legal advisers to LIC
Simpson Grierson
Level 27, Lumley Centre
88 Shortland Street
Auckland 1010
Private Bag 92518
Auckland 1141
+64 9 358 2222
www.simpsongrierson.com
Registrar
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
PO Box 91976
Auckland 1142
Tel: +64 9 375 5998
enquiries@linkmarketservices.co.nz

LIC - NOTICE OF 2022 ANNUAL MEETING

41

---

ANNUAL MEETING INFORMATION, VOTING INSTRUCTIONS, POSTAL VOTING PAPER AND PROXY VOTING PAPER
LIC encourages shareholders to cast their vote by
12noon, 18 October 2022.
LIC Shareholders who attend the Annual Meeting
on Thursday 20 October 2022 at 12noon will also
be able to vote during the meeting, if they have not
already cast their vote.
2022 Admission Card, Proxy or Postal Voting Form
The Livestock Improvement Corporation Limited Annual Meeting will be held on Thursday 20 October 2022 at 12noon at Distinction Coachman
Hotel, 140 Fitzherbert Avenue, Palmerston North and via the Link Market Services Virtual Annual Meeting platform at
www.virtualmeeting.co.nz/lic22. If you will attend the Annual Meeting online, you will require your CSN/Holder Number for verification purposes.
In the event that COVID-19 related restrictions are in place which prevent Livestock Improvement Corporation Limited (LIC) from holding a physical
meeting, or the Board otherwise determines a physical meeting is inappropriate in the circumstances, then the Board may decide to hold a virtual
only Annual Meeting. LIC shall advise shareholders of any decision by the Board to move to an entirely virtual meeting through an announcement to
the NZX.
You can also appoint your proxy, or vote by postal vote on the resolutions on the reverse of this form online by going to
https://investorcentre.linkmarketservices.co.nz/voting/LICV or by scanning the QR code above with your smartphone.
For your postal vote or proxy to be effective it must be lodged with Link Market Services by no later than 12pm, Tuesday, 18 October 2022.
NOTES
Attending the Meeting
1.If you propose to attend the Annual Meeting in person, you must bring this form to the meeting to assist with your registration. All
shareholders must register with Link Market Services prior to entering the meeting room.
Postal Vote
2.If you propose not to attend the Annual Meeting in person or online, you may vote by postal vote. Your postal vote may be completed online,
mailed,
hand delivered, or scanned and emailed in accordance with the instructions above. Link Market Services Limited has been authorised
by the Board to receive and count postal votes. If you submit a postal vote without indicating on any
resolution how you wish to vote, you will
be deemed to have abstained from voting on that resolution. If you submit a postal
vote section and also appoint a proxy, your postal vote
will take priority over your proxy appointment.

Proxy Appointment
3.All shareholders entitled to attend the meeting and vote at the meeting may appoint a proxy or, in the case of a corporate shareholder, a
representative to attend and vote instead on your behalf. This form may be completed online, mailed,
hand delivered, or scanned and
emailed in accordance with the instructions above.

A proxy can be any person of your choice and does not have to be a shareholder of LIC. If you wish you can appoint the Chairperson of the
Meeting as your proxy. The Chairperson will vote in accordance with your instructions, or,
failing your instruction, in accordance with the terms
set out in note 4 of this Proxy Form.

4.If you tick the box “discretion” on any resolution, you are directing your proxy or representative to decide how to vote on that resolution on
your behalf. If you tick the “abstain” box on any resolution, you are directing your proxy or representative not to
vote on that resolution. If you
do not tick any boxes or your direction on how the proxy is to vote is unclear (in the Proxy’s sole
opinion) in respect of a resolution, then the
direction is to abstain. The Chairperson intends to vote discretionary proxies in
favour of all Resolutions. However, the Chairperson (along
with all other directors and their “Associated Persons” (as defined in the NZX Listing Rules)) is unable to cast discretionary proxies in favour
of Resolution 1. The Chairperson will not cast discretionary proxies on Resolution 6. If you select more than two candidates in Resolution 6
(Section C) you will be deemed to have abstained from voting.

5.A proxy is not entitled to exercise more than 1% of the maximum number of votes that may be exercised at a meeting of the Company. Accordingly,
if the Chairperson is named as proxy by you and by a number of other shareholders, then they may not be able to cast your votes. Therefore, it is
preferable to nominate a proxy from your Region.
6.If you return this Proxy Form without appointing a proxy, the Chairperson of the meeting will vote in accordance with your express
instructions.
7.This Proxy Form must be signed by you or your attorney, duly authorised in writing. In the case of a joint shareholding, this Proxy Form may be
signed by any of the joint shareholders (or their duly authorised attorney). In the case of a corporate
shareholder, this Proxy Form must be
signed by a director or a duly authorised officer acting under the express or implied
authority of the corporate shareholder, or an attorney
duly authorised by the corporate shareholder.

8.If the Proxy Form is signed under a power of attorney, a certificate of non-revocation must be completed and a copy of the power of attorney
provided to Link Market Services Limited, unless it is has already been noted by LIC or Link Market Services
Limited.
General
9.This Postal/ Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority
certified by a Solicitor, Justice of the Peace or Notary Public must be lodged with Link Market Services Limited by no
later than 12pm, Tuesday,
18 October 2022
, (being 48 hours prior to the meeting) in accordance with the instructions above.
Go online to https://investorcentre.linkmarketservices.co.nz/voting/LICV to appoint your proxy, or turn over to complete the
form.
CSN/Holder Number:
PTPT Code:
Scan this QR code with your
smartphone and vote online

UPPER NORTH ISLAND

You can vote in one of the following ways:
OPTION 1
Attend the Annual Meeting in person or online at www.virtualmeeting.co.nz/lic22
OPTION 2
Cast your vote electronically by voting online at https://investorcentre.linkmarketservices.co.nz/voting/LICV
OPTION 3
If you propose not to attend the Annual Meeting in person or online, you may vote by postal vote.
OPTION 4
If you propose not to attend the Annual Meeting in person or online, you can appoint a proxy to vote on your
behalf by completing the “Appointing a Proxy” section.
VOTING ONLINE
To cast your vote electronically go to:
https://investorcentre.linkmarketservices.co.nz/voting/LICV.
Enter your CSN/Holder Number and password listed below.
Follow the instructions to cast your vote. Advanced electronic
v
oting closes at 12noon, 18 October 2022.
CSN/HOLDER NUMBER:
PASSWORD:
POSTAL VOTE OR APPOINT A PROXY
•Complete sections A, B, C & D below.
•Scan and email your completed voting paper to:
meetings@linkmarketservices.com. Please list “LIC Annual
Meeting” in the subject line.
•OR use the enclosed reply paid envelope or address to:
Link Market Services, PO Box 91976, Auckland 1142
•To ensure your voting paper reaches the Returning Officer
before the close of voting please post no later than
Tuesday 18 October 2022.
Section D: Signatures
Shareholder/Director 1:
Shareholder/Director 2:
Shareholder/Director 3:
Contact Name Contact Telephone Date

---

ANNUAL MEETING INFORMATION, VOTING INSTRUCTIONS, POSTAL VOTING PAPER AND PROXY VOTING PAPER
LIC encourages shareholders to cast their vote by
12noon, 18 October 2022.
LIC Shareholders who attend the Annual Meeting on
Thursday 20 October 2022 at 12noon will also be
able to vote during the meeting, if they have not
already cast their vote.
2022 Admission Card, Proxy or Postal Voting Form
The Livestock Improvement Corporation Limited Annual Meeting will be held on Thursday 20 October 2022 at 12noon at Distinction Coachman Hotel,
140 Fitzherbert Avenue, Palmerston North and via the Link Market Services Virtual Annual Meeting platform at www.virtualmeeting.co.nz/lic22. If
you will attend the Annual Meeting online, you will require your CSN/Holder Number for verification purposes.
In the event that COVID-19 related restrictions are in place which prevent Livestock Improvement Corporation Limited (
LIC) from holding a physical
meeting, or the Board otherwise determines a physical meeting is inappropriate in the circumstances, then the Board may decide to hold a virtual only
Annual Meeting. LIC shall advise shareholders of any decision by the Board to move to an entirely virtual meeting through an announcement to the NZX.
You can also appoint your proxy, or vote by postal vote on the resolutions on the reverse of this form online by going to
https://investorcentre.linkmarketservices.co.nz/voting/LICV or by scanning the QR code above with your smartphone.
For your postal vote or proxy to be effective it must be lodged with Link Market Services by no later than 12pm, Tuesday, 18 October 2022.
NOTES
Attending the Meeting
1.If you propose to attend the Annual Meeting in person, you must bring this form to the meeting to assist with your registration. All shareholders
must register with Link Market Services prior to entering the meeting room.
Postal Vote
2.If you propose not to attend the Annual Meeting in person or online, you may vote by postal vote. Your postal vote may be completed online,
mailed,
hand delivered, or scanned and emailed in accordance with the instructions above. Link Market Services Limited has been authorised
by the Board to receive and count postal votes. If you submit a postal vote without indicating on any
resolution how you wish to vote, you will be
deemed to have abstained from voting on that resolution. If you submit a postal
vote section and also appoint a proxy, your postal vote will
take priority over your proxy appointment.

Proxy Appointment
3.All shareholders entitled to attend the meeting and vote at the meeting may appoint a proxy or, in the case of a corporate shareholder, a
representative to attend and vote instead on your behalf. This form may be completed online, mailed,
hand delivered, or scanned and emailed
in accordance with the instructions above.

A proxy can be any person of your choice and does not have to be a shareholder of LIC. If you wish you can appoint the Chairperson of the
Meeting as your proxy. The Chairperson will vote in accordance with your instructions, or,
failing your instruction, in accordance with the terms
set out in note 4 of this Proxy Form.

4.If you tick the box “discretion” on any resolution, you are directing your proxy or representative to decide how to vote on that resolution on your
behalf. If you tick the “abstain” box on any resolution, you are directing your proxy or representative not to
vote on that resolution. If you do not
tick any boxes or your direction on how the proxy is to vote is unclear (in the Proxy’s sole
opinion) in respect of a resolution, then the direction is
to abstain. The Chairperson intends to vote discretionary proxies in
favour of all Resolutions. However, the Chairperson (along with all other
directors and their “Associated Persons” (as defined in the NZX Listing Rules)) is unable to cast discretionary proxies in favour of Resolution
1.
5.A proxy is not entitled to exercise more than 1% of the maximum number of votes that may be exercised at a meeting of the Company. Accordingly,
if the Chairperson is named as proxy by you and by a number of other shareholders, then they may not be able to cast your votes. Therefore, it is
preferable to nominate a proxy from your Region.
6.If you return this Proxy Form without appointing a proxy, the Chairperson of the meeting will vote in accordance with your express instructions.
7.This Proxy Form must be signed by you or your attorney, duly authorised in writing. In the case of a joint shareholding, this Proxy Form may be
signed by any of the joint shareholders (or their duly authorised attorney). In the case of a corporate
shareholder, this Proxy Form must be
signed by a director or a duly authorised officer acting under the express or implied
authority of the corporate shareholder, or an attorney duly
authorised by the corporate shareholder.

8.If the Proxy Form is signed under a power of attorney, a certificate of non-revocation must be completed and a copy of the power of attorney
provided to Link Market Services Limited, unless it is has already been noted by LIC or Link Market Services
Limited.
General
9.This Postal/ Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority certified
by a Solicitor, Justice of the Peace or Notary Public must be lodged with Link Market Services Limited by no
later than 12pm, Tuesday, 18 October
2022
, (being 48 hours prior to the meeting) in accordance with the instructions above.
Go online to https://investorcentre.linkmarketservices.co.nz/voting/LICV to appoint your proxy, or turn over to complete the form.
CSN/Holder Number:
PTPT Code:
Scan this QR code with your
smartphone and vote online

LOWER NORTH ISLAND

You can vote in one of the following ways:
OPTION 1
Attend the Annual Meeting in person or online at http://www.virtualmeeting.co.nz/lic22
OPTION 2
Cast your vote electronically by voting online at https://investorcentre.linkmarketservices.co.nz/voting/LICV
OPTION 3
If you propose not to attend the Annual Meeting in person or online, you may vote by postal vote.
OPTION 4
If you propose not to attend the Annual Meeting in person or online, you can appoint a proxy to vote on your
behalf by completing the “Appointing a Proxy” section.
VOTING ONLINE
To cast your vote electronically go to:
https://investorcentre.linkmarketservices.co.nz/voting/LICV.
Enter your CSN/Holder Number and password listed below.
Follow the instructions to cast your vote. Advanced electronic
voting closes at 1
2noon, 18 October 2022.
CSN/HOLDER NUMBER:
PASSWORD:
POSTAL VOTE OR APPOINT A PROXY
•Complete sections A, B & C below.
•Scan and email your completed voting paper to:
meetings@linkmarketservices.com. Please list “LIC Annual
Meeting” in the subject line.
•OR use the enclosed reply paid envelope or address to:
Link Market Services, PO Box 91976, Auckland 1142
•To ensure your voting paper reaches the Returning Officer
before the close of voting please post no later than
Tuesday 18 October 2022.
Section C: Signatures
Shareholder/Director 1:
Shareholder/Director 2:
Shareholder/Director 3:
Contact Name Contact Telephone Date

---

ANNUAL MEETING INFORMATION, VOTING INSTRUCTIONS, POSTAL VOTING PAPER AND PROXY VOTING PAPER
LIC encourages shareholders to cast their vote by
12noon, 18 October 2022.
LIC Shareholders who attend the Annual Meeting
on Thursday 20 October 2022 at 12noon will also
be able to vote during the meeting, if they have not
already cast their vote.
2022 Admission Card, Proxy or Postal Voting Form
The Livestock Improvement Corporation Limited Annual Meeting will be held on Thursday 20 October 2022 at 12noon at Distinction Coachman
Hotel, 140 Fitzherbert Avenue, Palmerston North and via the Link Market Services Virtual Annual Meeting platform at
www.virtualmeeting.co.nz/lic22. If you will attend the Annual Meeting online, you will require your CSN/Holder Number for verification purposes.
In the event that COVID-19 related restrictions are in place which prevent Livestock Improvement Corporation Limited (LIC) from holding a physical
meeting, or the Board otherwise determines a physical meeting is inappropriate in the circumstances, then the Board may decide to hold a virtual
only Annual Meeting. LIC shall advise shareholders of any decision by the Board to move to an entirely virtual meeting through an announcement to
the NZX.
You can also appoint your proxy, or vote by postal vote on the resolutions on the reverse of this form online by going to
https://investorcentre.linkmarketservices.co.nz/voting/LICV or by scanning the QR code above with your smartphone.
For your postal vote or proxy to be effective it must be lodged with Link Market Services by no later than 12pm, Tuesday, 18 October 2022.
NOTES
Attending the Meeting
1.If you propose to attend the Annual Meeting in person, you must bring this form to the meeting to assist with your registration. All
shareholders must register with Link Market Services prior to entering the meeting room.
Postal Vote
2.If you propose not to attend the Annual Meeting in person or online, you may vote by postal vote. Your postal vote may be completed online,
mailed,
hand delivered, or scanned and emailed in accordance with the instructions above. Link Market Services Limited has been authorised
by the Board to receive and count postal votes. If you submit a postal vote without indicating on any
resolution how you wish to vote, you will
be deemed to have abstained from voting on that resolution. If you submit a postal
vote section and also appoint a proxy, your postal vote
will take priority over your proxy appointment.

Proxy Appointment
3.All shareholders entitled to attend the meeting and vote at the meeting may appoint a proxy or, in the case of a corporate shareholder, a
representative to attend and vote instead on your behalf. This form may be completed online, mailed,
hand delivered, or scanned and
emailed in accordance with the instructions above.

A proxy can be any person of your choice and does not have to be a shareholder of LIC. If you wish you can appoint the Chairperson of the
Meeting as your proxy. The Chairperson will vote in accordance with your instructions, or,
failing your instruction, in accordance with the terms
set out in note 4 of this Proxy Form.

4.If you tick the box “discretion” on any resolution, you are directing your proxy or representative to decide how to vote on that resolution on
your behalf. If you tick the “abstain” box on any resolution, you are directing your proxy or representative not to
vote on that resolution. If you
do not tick any boxes or your direction on how the proxy is to vote is unclear (in the Proxy’s sole
opinion) in respect of a resolution, then the
direction is to abstain. The Chairperson intends to vote discretionary proxies in
favour of all Resolutions. However, the Chairperson (along
with all other directors and their “Associated Persons” (as defined in the NZX Listing Rules)) is unable to cast discretionary proxies in favour
of Resolution 1. The Chairperson will not cast discretionary proxies on Resolution 4. If you select more than two candidates in Resolution 4
(Section C) you will be deemed to have abstained from voting.

5.A proxy is not entitled to exercise more than 1% of the maximum number of votes that may be exercised at a meeting of the Company. Accordingly,
if the Chairperson is named as proxy by you and by a number of other shareholders, then they may not be able to cast your votes. Therefore, it is
preferable to nominate a proxy from your Region.
6.If you return this Proxy Form without appointing a proxy, the Chairperson of the meeting will vote in accordance with your express
instructions.
7.This Proxy Form must be signed by you or your attorney, duly authorised in writing. In the case of a joint shareholding, this Proxy Form may be
signed by any of the joint shareholders (or their duly authorised attorney). In the case of a corporate
shareholder, this Proxy Form must be
signed by a director or a duly authorised officer acting under the express or implied
authority of the corporate shareholder, or an attorney
duly authorised by the corporate shareholder.

8.If the Proxy Form is signed under a power of attorney, a certificate of non-revocation must be completed and a copy of the power of attorney
provided to Link Market Services Limited, unless it is has already been noted by LIC or Link Market Services
Limited.
General
9.This Postal/ Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority
certified by a Solicitor, Justice of the Peace or Notary Public must be lodged with Link Market Services Limited by no
later than 12pm, Tuesday,
18 October 2022
, (being 48 hours prior to the meeting) in accordance with the instructions above.
Go online to https://investorcentre.linkmarketservices.co.nz/voting/LICV to appoint your proxy, or turn over to complete the
form.
CSN/Holder Number:
PTPT Code:
Scan this QR code with your
smartphone and vote online

SOUTH ISLAND

You can vote in one of the following ways:
OPTION 1
Attend the Annual Meeting in person or online at www.virtualmeeting.co.nz/lic22
OPTION 2
Cast your vote electronically by voting online at https://investorcentre.linkmarketservices.co.nz/voting/LICV
OPTION 3
If you propose not to attend the Annual Meeting in person or online, you may vote by postal vote.
OPTION 4
If you propose not to attend the Annual Meeting in person or online, you can appoint a proxy to vote on your
behalf by completing the “Appointing a Proxy” section.
VOTING ONLINE
To cast your vote electronically go to:
https://investorcentre.linkmarketservices.co.nz/voting/LICV.
Enter your CSN/Holder Number and password listed below.
Follow the instructions to cast your vote. Advanced electronic
v
oting closes at 12noon, 18 October 2022.
CSN/HOLDER NUMBER:
PASSWORD:
POSTAL VOTE OR APPOINT A PROXY
•Complete sections A, B, C & D below.
•Scan and email your completed voting paper to:
meetings@linkmarketservices.com. Please list “LIC Annual
Meeting” in the subject line.
•OR use the enclosed reply paid envelope or address to:
Link Market Services, PO Box 91976, Auckland 1142
•To ensure your voting paper reaches the Returning Officer
before the close of voting please post no later than
Tuesday 18 October 2022.
Section D: Signatures
Shareholder/Director 1:
Shareholder/Director 2:
Shareholder/Director 3:
Contact Name Contact Telephone Date

---

Virtual Annual
General Meeting
Online Guide
Part of Link Group | Corporate Markets

2 • Link Market Services Virtual Annual General Meeting Online Guide
Step 1
Open your web browser and
go to virtualmeeting.co.nz and
select the relevant meeting.
Virtual Annual General Meeting
Online Guide
Before you begin
Ensure your browser is compatible.
You can easily check your current
browser by going to the website:
whatismybrowser.com
Supported browsers are:
• Chrome – Version 44 & 45
• Firefox – 40.0.2 and after
• Safari – OS X v10.9 “Mavericks”
& OS X v10.10 “Yosemite”
• Internet Explorer 9 and up (please note
Internet Explorer 8 is not supported)
The virtual meeting is viewable from desktops
and laptops. To attend and vote at the virtual
annual general meeting you must have:
• NZX registered holders: Shareholder
number  and authorisation code (FIN)
• ASX registered holders: Shareholder
number and postcode
If you are an appointed proxy you will need
your proxy number which will be provided
by Link Market Services prior to the
meeting. Please make sure you have this
information before proceeding.
Step 2
Login to the portal using your full name, email
address, and company name (if applicable).
Please read and accept the terms and conditions
before clicking on the blue ‘Register and Watch
Annual General Meeting’ button. Once you have
logged in you will see:
• On the left – a live video webcast of the Annual
General Meeting
• On the right – the presentation slides that will be
addressed during the Annual General Meeting.
Note: After you have logged in we recommend that
you keep your browser open for the duration of the
meeting. If you close your browser, your session will
expire. If you attempt to log in again, you will be sent a
recovery link via email for security purposes.

Link Market Services Virtual Annual General Meeting Online Guide • 3
Navigating
At the bottom of the webpage
under the webcast and
presentation there are three
boxes. Refer to each section
below for operating instructions.
1
Get a voting card
2
Ask a Question
3
Downloads
1. Get a voting card
To register to vote - click on the ‘Get a voting
card’ box at the top of the webpage or below
the videos.

This will bring up a box which looks like this.
If you are an individual or joint Shareholder you will
need to register and provide validation by entering your
details in the top section:
• NZX registered holders: Shareholder number and
authorization code (FIN)
• ASX registered holders: Shareholder number and
postcode
If you are an appointed Proxy, please enter the Proxy
Number issued to you by Link Market Services in the
PROXY DETAILS section. Once you have entered your
appropriate details click the blue ‘SUBMIT DETAILS
AND VOTE’ button.
Once you have registered, your voting card will
appear with all of the resolutions to be voted on by
Shareholders at the Annual General Meeting (as set
out in the Notice of Meeting). You may need to use the
scroll bar on the right hand side of the voting card to
scroll up or down to view all resolutions.
Shareholders and proxies can either submit a Full Vote
or a Partial Vote. You can move between the two tabs
by clicking on ‘Full Vote’ or ‘Partial Vote’ at the top of
the voting card.

4 • Link Market Services Virtual Annual General Meeting Online Guide
Full Votes
To submit a full vote on a resolution ensure you are in
the ‘Full Vote’ tab. Place your vote by clicking on the
‘For’, ‘Against’, or ‘Abstain’ voting buttons.
Partial Votes
To submit a partial vote on a resolution ensure you are
in the ‘Partial Vote’ tab. You can enter the number of
votes you would like to vote (for any or all) resolution/s.
The total amount of votes that you are entitled to vote
for will be listed under each resolution. When you enter
the number of votes in a certain box it will automatically
tally how many votes you have left.
Note: If you are submitting a partial vote and do not use all of
your entitled votes, the un-voted portion will be submitted as No
Instruction and therefore will not be counted.
Once you have finished voting on the resolutions scroll
down to the bottom of the box and click the blue ‘Cast
Vote’ or ‘Cast Partial Vote’ button.
Note: You are able to close your voting card during
the meeting without submitting your vote at any time
while voting remains open. Any votes you have already
made will be saved for the next time you open up the
voting card. The voting card will appear on the bottom
left corner of the webpage. The message ‘Not yet
submitted’ will appear at the bottom of the page.
You can edit your voting card at any point while voting
is open by clicking on ‘Edit Card’. This will reopen the
voting card with any previous votes made.
If at any point you have submitted your voting card
and wish to make a change while voting is still open
you can do so by clicking the ‘Edit Card’ button
and making the required change. Once you have
completed your card select the blue ‘Cast Vote’ or
‘Cast Partial Vote’ button.
The voting card remains editable until the voting
is closed at the conclusion of the Annual General
Meeting. Once voting has been closed all voting cards,
submitted and un-submitted, will automatically be
submitted and cannot be changed.
At the conclusion of the Annual General Meeting a red
bar with a countdown timer will appear at the top of
the Webcast and Slide windows advising the remaining
voting time available to shareholders. Please make any
changes required to your voting cards at this point and
submit your voting cards.
If an additional resolution is proposed during the
meeting, there will be a short delay while the resolution
is added to the voting card. Once the resolution has
been added you will be notified by the Chairman during
the meeting. In order to vote on the extra resolution
you will need to reopen your voting card to cast your
vote by clicking the ‘Edit Card’ button.
Note: Registration for the Annual General Meeting and voting opens
one hour before the meeting begins.
Virtual Annual General Meeting
Online Guide continued

Link Market Services Virtual Annual General Meeting Online Guide • 5
2. How to ask a question
Note: Only shareholders are eligible to ask questions.
You will only be able to ask a question after
you have registered to vote. If you would
like to ask a question, click on the ‘Ask a
Question’ box either at the top or bottom
of the webpage.
The ‘Ask a Question’ box will then pop up with two
sections for completion.
In the ‘Regarding’ section click on the drop down
arrow and select one of the following categories:
• General Business
• Resolution 1
• Resolution 2
• Resolution 3
• Resolution 4
• Resolution 5
• Resolution 6
After you have selected your question category, click in
the ‘Question’ section and type your question.
When you are ready to submit your question - click
the blue ‘Submit Question’ button. This will send the
question to the Management/Board.
Note that not all questions are guaranteed to be
answered during the Annual General Meeting, but we
will do our best to address your concerns.
Once you have asked a question a ‘View Questions’
box will appear.
At any point you can click on ‘View Questions’ and
see all the questions you have submitted. Only you can
see the questions you have asked.
Note: You can submit your questions by this method
one hour before the meeting begins, if you have
registered to vote. You can continue to submit
questions up until the close of voting.
If your question has been answered and you would
like to exercise your right of reply, you can do so by
submitting another question.

3. Downloads
If you would like to see the Notice of Annual
General Meeting or the Annual Report you
can do so here.
A
B
• To download the Notice of Meeting – click A
• To download the Annual Report – click B
When you click on these links the file will open in
another tab in your browser.
Voting closing
Voting will close 5 minutes after the close of
the Annual General Meeting.
At the conclusion of the Annual General Meeting a red
bar with a countdown timer will appear at the top of
the Webcast and Slide screens advising the remaining
voting time. If you have not yet submitted your vote at
this point, you will be required to do so now.
At the close of the meeting any votes you have placed
will automatically be submitted.
Virtual Annual General Meeting
Online Guide continued
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Contact us
Australia
T +61 2 8280 7100
E info@linkmarketservices.com.au
New Zealand
T +64 9 375 5998
E enquiries@linkmarketservices.co.nz
United Arab Emirates
T +27 72 6299034
E paular@linkmarketservices.co.za