Annual Shareholders Meeting – Notice of Meeting

Notice of
Annual Shareholders’ Meeting
Notice is hereby given that the 2022 Annual Shareholders’ Meeting of PGG Wrightson
Limited (“Company”) will be held at the Napier War Memorial Centre, 48 Marine Parade,
Bluff Hill, Napier, and virtually on Tuesday, 18 October 2022, commencing at 9:30am.
IMPORTANT DATES AND TIMES
www.pggwrightson.co.nz/Investors/Shareholderswww.pggwrightson.co.nz
Latest time for online and physical receipt of Proxy/Voting Form:
Sunday, 16 October 2022, 9:30am
Annual Shareholders’ Meeting:
Tuesday, 18 October 2022, 9:30am

PGG Wrightson Limited’s 2022
Annual Shareholders’
Meeting will be held as
a hybrid meeting
In person
Napier War Memorial Centre, 48 Marine Parade, Bluff Hill, Napier
Virtually / online
via Computershare’s online meeting platform https://meetnow.global/nz
Tuesday, 18 October 2022, commencing at 9:30am
All dates and times are given in New Zealand time unless otherwise specified
Friday, 14 October 2022, 5:00pm
Record date for voting entitlements for the Annual Shareholders’ Meeting
Sunday, 16 October 2022, 9:30am
Latest time for online and physical receipt of Proxy/Voting Form
Tuesday, 18 October 2022, 9:30am
Annual Shareholders’ Meeting
You are encouraged to read this Notice (including the Explanatory Notes and Procedural Notes)
and the instructions on the Proxy/Voting Form carefully.
The health and safety of our shareholders and people is our priority. If COVID-19 related restrictions are in place which
prevent us from holding a physical meeting, or the Board determines a physical meeting is inappropriate in the
circumstances, PGW may decide to hold a virtual only Annual Shareholders’ Meeting. If this occurs, we will provide
shareholders with notice through an announcement to the NZX and on our website.
Where
When
Important dates
2 | PGG WRIGHTSON LIMITED

Order of Business
Chair’s Address and Chief Executive’s Review
Item A:
Item B:
Item C:
Item D:
Shareholder Questions
Consideration of any shareholder questions raised during or prior to the meeting on the financial
statements and annual report, and on the performance and management of the Company.
Ordinary Resolutions
To consider, and if thought fit, pass the following ordinary resolutions. Please read the explanatory
notes and other procedural information for further information in relation to these resolutions:
1. Election of Meng Foon
That Meng Foon be elected as a Director of the Company.
2. Election of Garry Moore
That Garry Moore be elected as a Director of the Company.
3. Re-election of Sarah Brown
That Sarah Brown be re-elected as a Director of the Company.
4. Auditor’s Remuneration
To authorise the Directors to fix the auditor’s remuneration.
General Business
To consider such other business as may lawfully be raised at the meeting.
On behalf of the Board of Directors.
Julian Daly
General Manager Corporate Affairs
and Company Secretary
PGG Wrightson Limited
Christchurch
New Zealand
20 September 2022
NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 2022 | 3

Ordinary Resolutions
1. Election of Meng Foon
Nominee for Director
Meng Foon was appointed by the directors to the PGG Wrightson Limited Board on 1 July 2022 as an
Independent Director.
Meng is the Race Relations Commissioner for the Human Rights Commission. He is currently Chair of Te
Pūkenga Equity Experts Group, Chair of M Y Trust, Director of M Y Gold Investments Limited, and a Trustee of
The Arts Foundation. He served as the Mayor of Gisborne from 2001 to 2019 and has held governance roles
for several New Zealand entities.
Meng has extensive business experience in horticulture, agriculture, private wealth creation, and property development.
He is knowledgeable about best practice organisational structures and operating systems, and he believes that data,
science, and technology will help ensure future sustainability in environment and land business profitability.
Meng has worked with Māori landowners and believes that Māori land businesses are important contributors to the
leadership of Aotearoa. He aha te mea nui o te ao – he Tangata, inclusive people and relationships are the success of all
things he does.
The Board has determined that Meng Foon qualifies as an Independent Director as defined by the NZX Listing Rules.
The Company’s Directors recommend shareholders vote in favour of Meng Foon’s election.
2. Election of Garry Moore
B.Com, M.B.A, C.A.
Nominee for Director
Garry Moore was appointed by the directors to the PGG Wrightson Limited Board on 1 July 2022 as an
Independent Director and as a member of the Audit Committee.
Garry was raised on farms in rural Mid-Canterbury before attending Canterbury University. He brings a
wealth of finance knowledge with 40 years of extensive investment advisory experience together with
trustee and corporate governance experience in rural services, viticulture, pastoral farming, and education.
He is a registered Financial Service Provider and member of the national Forsyth Barr Investment Committee.
Garry is Chair of DairyCool Limited and South Canterbury based farm owner Burnett Valley Trust. He is a past
Chair of St Andrew’s College, Greystone Wines, and the Canterbury Branch of the NZ Institute of Chartered Accountants.
The Board has determined that Garry Moore qualifies as an Independent Director as defined by the NZX Listing Rules.
The Company’s Directors recommend shareholders vote in favour of Garry Moore’s election.
2. Re-election of Sarah Brown
BA LLB, CFInstD
Nominee for Director
Sarah Brown is a current Independent Director and Chair of the Audit Committee of PGG Wrightson
Limited, and she was appointed to the PGG Wrightson Board on 30 April 2019.
Sarah retires by rotation in accordance with the Company’s Constitution, and being eligible, offers herself
for re-election.
Sarah is from a rural background, having grown up on a Southland sheep farm. She is a former commercial
lawyer who now holds a number of independent director roles, including SBS Bank.
The Company’s Directors recommend shareholders vote in favour of Sarah Brown’s re-election.
4. Auditor’s Appointment and Remuneration
Noting the automatic reappointment of Ernst & Young as the Company’s auditor under section 207T of the Companies Act 1993,
the proposed ordinary resolution is to authorise the Directors to fix the auditor’s remuneration for the following year for the
purposes of section 207S of the Companies Act 1993.
The Company’s Directors recommend shareholders vote in favour of this resolution.
Explanatory Notes
4 | PGG WRIGHTSON LIMITED

Virtual Meeting – instructions
The 2022 Annual
Shareholders’ Meeting
will be a hybrid meeting.
All shareholders will have
the opportunity to attend,
participate, vote, and
ask questions in person
or virtually via our share
registrar’s online platform.
The Annual Shareholders’
Meeting will be accessible
on both desktop and mobile
devices.
How to attend the virtual meeting
Shareholders can attend the meeting virtually through the Computershare
Investor Services Limited meeting platform
https://meetnow.global/nz.
To access the virtual meeting, click ‘Go’ under the PGG Wrightson Limited
meeting and then click ‘JOIN MEETING NOW’. By using the meeting platform,
you will be able to watch the meeting, vote and ask questions online using your
smartphone, tablet or desktop device. Please refer to the Virtual Meeting Guide
for more information. You will need the latest version of Chrome, Safari, Edge or
Firefox to access the meeting. Please ensure your browser is compatible.
If you have any questions, or need assistance with the online process, please
contact Computershare Investor Services Limited on +64 9 488 8777 between
8.30am and 5.00pm Monday to Friday.
Audio will stream through the selected device, so shareholders will need to
ensure that they have the volume control on their headphones or device
turned up.
Shareholders will be able to view the presentations, vote on the resolutions
to be put to shareholders and ask questions, by using their own computers or
mobile devices. Shareholders will still be able to appoint a proxy to vote for them
or send a postal vote, as they otherwise would, by following the instructions on
the proxy and voting form and this Notice of Annual Shareholders’ Meeting.
Details of how to participate virtually are provided in the accompanying Virtual
Meeting Guide, with instructions for accessing the virtual meeting. Shareholders
are encouraged to review this guide prior to the Annual Shareholders’ Meeting.
Shareholders will require their CSN/Securityholder Number, which can be found
on their proxy and voting form, for verification purposes.
NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 2022 | 5

Procedural Notes,
Attendance and Voting
Voting thresholds
The resolutions required for item C (Resolutions 1, 2, 3, and 4) are ordinary resolutions, requiring a simple majority of the votes of
those shareholders entitled to vote and voting on the resolutions.
Voting entitlements
The only persons entitled to exercise votes at the meeting will be those who are registered as shareholders as at 9:30am on
Sunday, 16 October 2022 and only the shares registered in those shareholders’ names at that time carry a right to vote at the
meeting. Your rights to vote may be exercised by:
Casting your vote
You may cast your vote using one of the following options:
1. Postal votes before the Annual Shareholders’ Meeting:
If you wish, you can vote prior to the Annual Shareholders’ Meeting:
•
by completing and sending the Proxy/Voting Form by post, email or fax so that it is received by Computershare Investor
Services Limited no later than 9:30am on Sunday, 16 October 2022;
or
•
on the website of PGG Wrightson Limited’s share registry, Computershare Investor Services Limited up until 9:30am on
Sunday, 16 October 2022 at: www.investorvote.co.nz
2. At the Annual Shareholders’ Meeting:
If you wish, you can vote either in person or online at the Annual Shareholders’ Meeting at: https://meetnow.global/nz
Voting will be by way of poll. For more information about voting at the Annual Shareholders’ Meeting, please refer to the
Virtual Meeting Guide that accompanies this Notice of Meeting.
3. Appoint a proxy to vote:
You may appoint a proxy or corporate representative (if the shareholder is a body corporate) to attend the Annual
Shareholders’ Meeting, to act generally at the meeting and to vote on your behalf. Your proxy does not need to be a PGG
Wrightson Limited shareholder. To do this, you should complete the Proxy/Voting Form. It must be returned to the share
registrar by 9:30am on Sunday, 16 October 2022. You may return your Proxy/Voting Form by:
•
completing the Proxy/Voting Form and either posting, emailing or faxing it to the share registrar;
or
•
completing the Proxy/Voting Form online at www.investorvote.co.nz
Proxy/Voting form
The Proxy/Voting Form allows you to vote either for or against, or abstain from, the resolutions notified in the Notice of Meeting.
If you appoint a PGG Wrightson Limited director as your proxy to vote on your behalf, then any undirected proxies granted to
the director will be voted in favour of the relevant resolutions.
If, in appointing a proxy, you have inadvertently not named someone to be your proxy, or your named proxy does not attend
the Annual Shareholders’ Meeting, the Chair of the meeting will be your proxy and will vote in accordance with your express
direction.
If you wish to be heard at the meeting you should submit your questions in advance as provided, participate in person or
virtually, or appoint a proxy to do so.
To assist shareholders wishing to exercise their voting rights at the Annual Shareholders’ Meeting (whether in person, online,
or by proxy), the Proxy/Voting Form accompanying this Notice of Meeting has been personalised with individual shareholder
details. The Proxy/Voting Form shows your current shareholding. If, at 5:00pm on Friday, 14 October 2022, your shareholding
is different from that shown on the Proxy/Voting Form, it will be updated by PGG Wrightson Limited’s share registry,
Computershare Investor Services Limited.
6
| PGG WRIGHTSON LIMITED

Method of voting
Voting on all resolutions put before the Annual Shareholders’ Meeting will be by poll. Results of the voting will be available after
the conclusion of the meeting and will be notified on the NZX.
Questions for the Annual Shareholders’ Meeting
Shareholders attending the meeting in person and virtually will be given the opportunity to ask questions during
General Business.
If you wish to submit written questions to be considered at the Annual Shareholders’ Meeting in advance of the meeting,
please email or post them to the following addresses by 7 October 2022:
Julian Daly
General Manager Corporate Affairs and Company Secretary
PGG Wrightson Limited
PO Box 292
Christchurch 8140
Email: companysecretary@pggwrightson.co.nz
Share Registrar
PGG Wrightson’s share registrar in New Zealand is Computershare Investor Services Limited.
You can manage your shareholding online via the Computershare Investor Services Limited investor centre. To change your
address, update your payment instructions and to view your investment portfolio, please visit www.investorcentre.com/nz
The addresses for the share registrar are:
Computershare Investor Services Limited
Private Bag 92119
Victoria Street West
Auckland 1142
New Zealand
Phone: +64 9 488 8777
Fax: +64 9 488 8787
Email: enquiry@computershare.co.nz
www.investorcentre.com/nz
Presentations
A recording of the Annual Shareholders’ Meeting will be available for viewing on PGG Wrightson Limited’s website after the
conclusion of the Annual Shareholders’ Meeting.
Following the formal part of the meeting, the Directors invite shareholders to join them for light refreshments.
NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 2022 | 7

Front cover image: PGG Wrightson Technical
Horticultural Representative for Fruitfed
Supplies, Alastair Reed, discusses canopy
density and vigour with Adam Alexander,
owner of Cultivate Co., an organic orchard in
Katikati, near Tauranga, Bay of Plenty.
8 | PGG WRIGHTSON LIMITED

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PGG Wrightson Limited
Proxy/Voting Form – 2022 Annual Shareholders’ Meeting on 18 October 2022
PGG Wrightson Limited will hold its Annual Shareholders’ Meeting as a hybrid meeting. All shareholders will have the
opportunity to attend and participate in the 2022 Annual Shareholders’ Meeting either in person or virtually.
The hybrid meeting will be accessible on both desktop and mobile devices.
Please refer to the Virtual Meeting Guide that accompanies this Proxy/Voting Form.
www.investorvote.co.nz
Vote online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and Postcode/Country of Residence to vote online.
For your postal or proxy vote to be effective it must be received by 9:30am on Sunday 16 October 2022.
How to vote on Items of Business
All your shares will be voted in accordance with your directions.
By personally attending the Annual Shareholders’ Meeting
If you plan to attend the Annual Shareholders’ Meeting in person, please bring this Proxy/Voting Form with you.
By virtually attending the Annual Shareholders’ Meeting
If you propose to attend the Annual Shareholders’ Meeting virtually, please read the enclosed Virtual Meeting
Guide prior to the meeting. You can participate in the meeting virtually through the web platform
https://meetnow.global/nz and entering the meeting. You will be able to view presentations, ask questions and
cast your vote online. For any assistance with the process, please contact Computershare on +64 9 488 8777
between 8.30am-5.00pm Monday to Friday.
By making a postal vote (online or by post, email or fax)
If you wish to cast a postal vote, please complete the postal voting form, sign in the space provided at the end of
that section and return it either by post, email (scanned attachment) or fax to the relevant Computershare address
above. Alternatively, you can cast a postal vote by visiting the Computershare website above or scanning the QR
code (you need to have already downloaded a free QR reader applicable to your smartphone). It is not necessary to
also appoint a proxy.
Appointment of Proxy
If you do not plan to attend the hybrid meeting, you may appoint a proxy. To do this, enter the name of your proxy
in the space allocated in ‘Step 1’ of this form. You must name a proxy for your appointment to be valid.
Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a
box your proxy may vote as they choose, except for a director (or associated person of a director) who will abstain
from voting any undirected proxy on the resolutions. If you mark more than one box on an item of business your
vote will be invalid on that item.
Appointing the Chair or any other director as your proxy
The Chair of the meeting, or any other PGG Wrightson Limited director, is willing to act as proxy for any shareholder
who wishes to appoint her or him to vote on their behalf. To appoint the Chair of the meeting or a director as your
proxy enter ‘the Chair’ or the name of the director you wish to appoint in the space allocated in ‘Step 1’ of this form.
If, in appointing a proxy, you have inadvertently not named someone to be your proxy, or your named proxy does
not attend the hybrid meeting, the Chair of the meeting will be your proxy and will vote in accordance with your
express direction.
Go online to vote or appoint a proxy, or turn over to complete the form
Signing instructions for Postal Proxies
Individual
Where the holding is in one name, the
shareholder must sign this form.
Joint Holding
At least one joint shareholder should sign
this form (on behalf of all joint shareholders).
If different joint shareholders purport to
appoint different proxies, the vote of the proxy
appointed by the first named joint shareholder
will prevail.
Power of Attorney
If this Proxy/Voting Form has been signed under
a power of attorney, a certified copy of the
power of attorney and a signed certificate of
non-revocation of the power of attorney must
accompany this Proxy/Voting Form.
Companies
This Proxy/Voting Form must be signed by a
duly authorised officer or attorney. Persons who
sign on behalf of a company must be acting
with the company’s express or implied authority.
Comments & Questions
If you have any comments or questions for
PGG Wrightson Limited, please write them
on a separate sheet of paper and return them
with this form, or email
companysecretary@pggwrightson.co.nz.
Lodge your vote
Online
www.investorvote.co.nz


By Email

corporateactions@computershare.co.nz

By Post
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142,
New Zealand

By Fax
+64 9 488 8787
For all enquiries contact

+64 9 488 8777

STEP 1: Appoint a Proxy to
Vote on Your Behalf
Proxy/Representative Form
I/We being a Shareholder (or Shareholders) of PGG Wrightson Limited
hereby appoint of
or failing him/her of
as my proxy or representative to exercise my/our vote at the Annual Shareholders’ Meeting of PGG Wrightson Limited (“Company”) to be
held at the Napier War Memorial Centre, 48 Marine Parade, Bluff Hill, Napier and virtually on Tuesday, 18 October 2022, commencing
at 9:30am and at any adjournment of that meeting.
Signature of Shareholder(s) This section must be completed.
Shareholder 1 Shareholder 2 Shareholder 3
or Sole Director and Sole Company Secretary or Director or Director/Company Secretary
Contact Name: Contact Daytime Telephone: Date:
STEP 2 : Postal Voting Form or
Proxy Voting Instructions
or Ballot Paper
Please complete this section if you have appointed a proxy or representative and wish to instruct him / her
on voting. Or please complete if you are NOT attending the virtual meeting and are NOT appointing a proxy
or representative to attend in your place, and you wish to vote by email, by post or by fax.
DO NOT complete this section if you are voting or appointing a proxy or representative online.
Ordinary resolutions supported by the Board
1. To elect Meng Foon as a Director of the Company
n n n n
2. To elect Garry Moore as a Director of the Company
n n n n
3.To re-elect Sarah Brown as a Director of the Company
n n n n
4.To authorise the Directors to fix the auditor’s remuneration
n n n n

P r o x y ’s
For Against Discretion Abstain
(TICK ONE BOX FOR EACH RESOLUTION)
Please complete this section if you are NOT attending the hybrid meeting and wish to appoint a proxy
or representative to attend in your place. DO NOT complete this section if you are appointing a proxy
online, or if you are voting online, by email, by post or by fax.
If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone
and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact details (Phone): and (Email):
•
If you wish to attend, please bring this paper. The Proxy Voting Instructions / Ballot Paper are for use in the event of a ballot at the meeting.
•
If you do not wish to attend and wish to appoint a proxy or representative or vote online, by email, by post or by fax, please follow the instructions on
the reverse on this form.
For your vote to be effective it must be received by 9:30am on Sunday, 16 October 2022.

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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask
questions and submit your
votes in real time.
You will need the latest version of Chrome, Safari,
Edge or F irefox. Please ensure your browser is
compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global, select New Zealand from the
drop down and select the required meeting. Click
'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country from
the drop down box instead of the post code. Accept
the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If y
ou have any issues accessing the website please
call +64 9 488 8700.