Sanford Limited/Announcement
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Notice of Annual Meeting and Proxy / Voting Form

AGM14 November 2022SANConsumer Staples

Notice of Annual Meeting of Shareholders
Thursday, 15 December 2022

Sanford Limited (the Company) gives notice that its Annual Meeting of Shareholders will be held on

Thursday, 15 December 2022 commencing at 2.00pm (NZST) at Eden Park, Reimers Avenue, Mt Eden,

Auckland in the World Cup Lounge West, South Stand, and online (for further details, please refer to

the notes and Virtual Meeting Guide below).

The business of the meeting will be:

1. Chairman’s Introduction

2. Chief Executive Officer’s Review

3. Financial Statements and Reports

To receive and consider the Financial Statements of the Company for the year ended 30 September 2022

together with the Directors’ and Auditor’s report to Shareholders.

4. Resolutions

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

Resolution 1: Re-election of Peter Cullinane: That Peter Cullinane, who retires by rotation and is eligible for

re-election, be re-elected as a Director of the Company.

Resolution 2: Election of David Mair: That David Mair, having been appointed by the Board and only holding

office until the Annual Meeting, be elected as a Director of the Company.

Resolution 3: Auditor: To authorise the Directors to fix the fees and expenses of the Auditor for the

ensuing year.

Refer to the explanatory notes from page 3 for further details on these resolutions.

5. General Business

To consider such other business as may be properly raised at the meeting.

Sir Robert McLeod

Chair

15 November 2022

1

Procedural Notes
Persons Entitled to Vote

The persons who will be entitled to vote at the Annual Meeting are those persons registered as holding ordinary

shares on the Company’s share register at 5.00pm on Tuesday, 13 December 2022.

No shareholder is restricted from voting on Resolution 1, 2 or 3 under the NZX Listing Rules.

Ordinary Resolutions (Resolutions 1, 2 and 3)

Each of Resolutions 1, 2 and 3 is an ordinary resolution. In order for an ordinary resolution to be passed, it must

be approved by a simple majority of the votes of those shareholders entitled to vote and voting on the resolution.

Proxy / Postal Voting

A shareholder entitled to attend and vote at the Annual Meeting is entitled to:

• appoint a proxy to attend and vote instead of the shareholder; or

• cast a postal vote instead of attending in person or appointing a proxy.

A Proxy/Voting Form is enclosed with this Notice of Annual Meeting. To be effective, the Proxy/Voting Form must

be deposited with the Company in accordance with the instructions on the form not later than 2pm,

Tuesday 13 December 2022.

Map

APPENDICES AND REFERENCE

200

SANFORD INTEGRATED REPORT 2022

ANNUAL MEETING

insight

creative.co.nz


SAN140


2.00PM


Sanford’s 2022 Annual Meeting of Shareholders

will be held both in-person and on-line.

The in-person venue is:

World Cup Lounge West

South Stand

Eden Park

Reimers Avenue

Mt Eden

Auckland.

For further information and details on how to

join on-line, please refer to the Notice of Annual

Meeting, available on our website:

www.sanford.co.nz/investors/announcements/2021/

THURSDAY 15

DECEMBER 2022

G

EDEN PARK

KINGSLAND

TRAIN STATION

New North Rd

Walters Rd

Cricket ave

Raleigh St

Bellwood Ave

Sandringham Rd

Sandringham Rd

Reimers Ave

CAR P5 PARK

CONTENTS1. SANFORD AND

OUR OPERATIONS

2. REPORTING

WHAT MATTERS

3. CHAPTERS: OUR FIVE

PERFORMANCE OUTCOMES

4. GOVERNANCE

AND FINANCIALS

5. APPENDICES

AND REFERENCE

2

A shareholder may appoint “The Chair of the Meeting” as Proxy. Where a direction is not given to the Chairperson as to
how to cast the vote on any Resolution (an undirected proxy), the Chairperson intends to vote in favour of Resolutions 1,

2 and 3. If, in appointing a proxy (i.e. you mark any of the PROXY DISCRETION boxes in Step 1 of the Proxy/Voting Form),

you inadvertently do not name someone to be your proxy in Step 2 of the Proxy/Voting Form, or your named proxy

does not attend the meeting, the Chairperson will be your proxy and will vote in accordance with your express direction.

A proxy need not be a shareholder of the Company.

A corporation may appoint a person to attend the meeting as its representative in the same manner as that in which it

may appoint a proxy.

Explanatory Notes

Explanatory note 1 – Re-election of Director (Resolution 1)

In accordance with NZX Listing Rule 2.7.1, a director must not hold office (without re-election) past the third annual

meeting following that director’s appointment or 3 years, whichever is longer.

Accordingly, Peter Cullinane is required to retire (having held office since 2019 as an independent director of the

Company). Being eligible, Peter Cullinane has offered himself for re-election.

The Board considers that Peter Cullinane will be an independent director for the purposes of the NZX Listing Rules if

re-elected to the Board.

Peter is widely respected within the global advertising and marketing fields, and has extensive knowledge and

expertise in both Australasian and global markets. He is a member of both the NZ Marketing and Advertising Halls

of Fame, the former Chief Operating Officer of Saatchi & Saatchi (Worldwide), and its former Chief Executive Officer

(New Zealand) and Chairman (Australasia). Peter was the founder of Lewis Road Creamery Limited and has held

various listed company directorships.

The Board supports the re-election of Peter Cullinane and recommends that shareholders vote in favour

of Resolution 1.


Explanatory note 2 - Election of Director (Resolution 2)

In accordance with NZX Listing Rule 2.7.1, a director appointed by the Board must not hold office (without

election) past the next annual meeting following that director’s appointment.

Accordingly, David Mair is required to retire (having been appointed by the Board on 7 November 2022 as an

independent director of the Company). Being eligible, David Mair has offered himself for election.

The Board considers that David Mair will be an independent director for the purposes of the NZX Listing Rules if

elected to the Board.

David has been CEO of NZX listed Skellerup Holdings Limited since 2011, and a director since 2006. During his leader-

ship, Skellerup has achieved significant revenue and earnings growth by focusing on designing and delivering critical

engineered products for OEM customers. David is also a director of Forté Funds Management Limited.

He holds a degree in civil engineering and an MBA from Canterbury University.

The Board supports the election of David Mair and recommends that shareholders vote in favour of Resolution 2.

3

Explanatory note 3 – Fixing of auditor’s fees and expenses (Resolution 3)
KPMG is the current auditor of the Company and has indicated its willingness to continue in office. Pursuant to

section 207T of the Companies Act 1993 of New Zealand, KPMG is automatically reappointed at the annual meeting

as auditor of the Company. The proposed resolution is to authorise the Board to fix the auditors’ remuneration for

the following year for the purposes of section 207S of the Companies Act 1993.

Attending the Annual Meeting online

Shareholders can attend the meeting virtually through the Computershare Meeting Platform

https://meetnow.global/nz.

To access the meeting, click ‘Go’ under the Sanford 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 enclosed Virtual Meeting Guide for more information. You will need the latest version of Chrome,

Safari or Edge to access the meeting. Please ensure your browser is compatible.

Shareholders will require their CSN/Securityholder Number and postcode for verification purposes.

If you wish to appoint a proxy to attend online via the Computershare Meeting Platform on your behalf, please ensure

that you provide their contact details (phone and email) on the Proxy/Voting Form.

4

Attending the meeting online
Our online meeting provides you the opportunity to

participate online using your smartphone, tablet or computer.

If you choose to attend online you will be able to view a live

webcast of the meeting, ask questions and submit your

votes in real time.

You will need the latest version of Chrome, Safari or

Edge. Please ensure your browser is compatible.

HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS

Visit https://meetnow.global/nz

When successfully authenticated, the home screen

will be displayed. You can watch the webcast, vote,

ask questions, and view meeting materials in the

documents folder. The image highlighted blue

indicates the page you have active.

The webcast will appear and begin automatically

once the meeting has started.

Voting

Resolutions will be put forward once voting is

declared open by the Chair. Once the voting has

opened, the resolution and voting options will appear.

To vote, simply select your voting direction from the

options shown on screen. You can vote for all

resolutions at once or by each resolution.

Your vote has been cast when the green tick appears.

To change your vote, select ‘Change Your Vote’.

Q&A

Any eligible shareholder/proxy attending the meeting

remotely is eligible to ask a question.

Select the Q&A tab and type your question into the

box at the bottom of the screen and press 'Send'.

Navigation

Access

Access the online meeting at

https://meetnow.global/nz, and select the required

meeting. Click 'JOIN MEETING NOW'.

If you are a shareholder:

Select 'Shareholder' on the login screen and enter

your CSN/Holder Number and Post Code. If you are

outside New Zealand, simply select your country

from the drop down box instead of the post code.

Accept the Terms and Conditions and click Continue.

If you are a guest:

Select Guest on the login screen. As a guest, you will

be prompted to complete all the relevant fields

including title, first name, last name and email

address.

Please note, guests will not be able to ask questions

or vote at the meeting.

If you are a proxy holder:

You will receive an email invitation the day before the

meeting to access the online meeting. Click on the

link in the invitation to access the meeting.

Contact

If you have any issues accessing the website please

call +64 9 488 8700.

---

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

abstain from voting on one or more of the resolutions.

(1) Casting a postal vote

As a shareholder entitled to vote at the Annual Meeting you are entitled to vote

by postal vote. The Company’s share registrar, Computershare Investor Services

Limited, has been authorised by the Board to receive and count postal votes at

the Annual Meeting.

You can cast your postal vote online at www.investorvote.co.nz or by completing

the FOR, AGAINST or ABSTAIN boxes in ‘Step 1’ overleaf, signing this Proxy/Voting

Form and returning it to the share registrar in accordance with the instructions

above.

(2) Appointing a proxy

As a shareholder entitled to vote at the Annual Meeting, you are entitled to

appoint a proxy, or in the case of a corporate shareholder, a representative, to

attend and, if you have not cast a postal vote, vote on your behalf. A proxy need

not be a shareholder.

If you mark any of the PROXY DISCRETION boxes you must appoint a proxy for

your vote to be counted.

If you cast a postal vote, you may also appoint a proxy to attend the meeting

on your behalf by completing the YES box under the heading “Other Matters”

in 'Step 1' overleaf. The Chair of the meeting is willing to act as proxy for any

shareholder who wishes to appoint him for that purpose and intends to vote

proxies marked PROXY DISCRETION in favour of all resolutions.

You may appoint your proxy online at www.investorvote.co.nz or by completing the

relevant sections of ‘Step 1’ and ‘Step 2’ overleaf, signing this Proxy/Voting Form and

returning it to the share registrar in accordance with the instructions above.

Please note that you may still attend the meeting virtually should you appoint a

proxy, noting that you will not be able to vote if a proxy has been appointed.

(3) Attending the Meeting Virtually

Shareholders can attend the meeting virtually through the Computershare

Meeting Platform https://meetnow.global/nz. To access the meeting, click ‘Go’

under the Sanford 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 in the Notice of Meeting for more

information. You will need the latest version of Chrome, Safari or Edge to

access the meeting. Please ensure your browser is compatible. Shareholders

will require their CSN/Securityholder Number and postcode for verification

purposes.

Signing Instructions for Postal Forms

Individual

Where the holding is in one name, the securityholder must sign.

Joint Holding

Where the holding is in more than one name, all of the securityholders

should sign.

Power of Attorney

If this Proxy/Voting Form has been signed under a power of attorney, a copy

of the power of attorney (unless already deposited with the Company) and

a signed certificate of non-revocation of the power of attorney must be

produced to the Company with this Proxy/Voting Form.

Companies

This Proxy/Voting Form must be signed by a duly authorised officer or

attorney of the company. Persons who sign on behalf of a company must

be acting with the company’s express or implied authority. Please sign in

the appropriate place and indicate the office held.

Comments & Questions

If you have any comments or questions for the Company, please write them

on a separate sheet of paper and return with this form.

Proxy/Voting Form

Your secure access information

Control Number: CSN/Securityholder Number:

PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to

securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.

www.investorvote.co.nz

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

Smartphone?

Scan the QR code to vote now.

For your postal vote or proxy to be effective it must be received by Computershare by 2:00pm on Tuesday 13 December 2022

The Annual Meeting of Sanford Limited will be held as a hybrid meeting at Eden Park, Reimers Avenue, Mt Eden, Auckland in the

World Cup Lounge West, South Stand and online on Thursday, 15 December 2022, commencing at 2:00pm (NZ time).

To attend the meeting online please go to https://meetnow.global/nz.

Lodge your postal vote or proxy

Online

www.investorvote.co.nz

By Mail

Computershare Investor Services Limited

Private Bag 92119

Auckland 1142

New Zealand

By Fax

+64 9 488 8787

For all enquiries contact

+64 9 488 8777

corporateactions@computershare.co.nz

Go online to lodge your proxy/vote, or turn over to complete the form

If your proxy is not the Chairman 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):

YESNO

For

Against

Proxy

Discretion

Abstain

Business

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

Resolution 1:Re-election of Peter Cullinane: That Peter Cullinane, who retires by rotation and is

eligible for re-election, be re-elected as a director of the Company.

Resolution 2:Election of David Mair: That David Mair, having been appointed by the Board and only

holding office until the Annual Meeting, be elected as a Director of the Company.

Resolution 3:Auditor fees: To authorise the Directors to fix the fees and expenses of the Auditor for

the ensuing year.

Other Matters

I wish to appoint a proxy to attend the meeting on my behalf.

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

Voting Instructions/Voting Form

STEP 1

Notes

1. The full text of each of the resolutions including explanatory notes are set out in the Notice of Meeting.

2. If you mark any of the FOR, AGAINST or ABSTAIN boxes, your vote will be counted as a postal vote.

3. If you return this Proxy/Voting Form without marking any of the FOR, AGAINST, PROXY DISCRETION or ABSTAIN boxes for a particular resolution, you will be

deemed to have abstained from voting on that resolution and your votes will not be counted when calculating a majority for that resolution.

4. If you do not cast a postal vote and wish to appoint a proxy to vote on a resolution on your behalf, mark the PROXY DISCRETION box which relates to that

resolution. This means you are directing your proxy to decide how to vote on that resolution on your behalf.

5. In addition to casting a postal vote, you may also appoint a proxy to attend the meeting on your behalf by selecting YES under "Other Matters".

6. No shareholder is restricted from voting on Resolution 1, 2 or 3 under the NZX Listing Rules.

7. If, in appointing a proxy (i.e. you mark any of the PROXY DISCRETION boxes or the YES box in Step 1 of the Voting Form), you inadvertently do not name someone

to be your proxy in Step 2 of the Voting Form, or your named proxy does not attend the meeting, the Chair of the meeting will be your proxy and will vote in

accordance with your express direction.

of

of

If you mark any of the PROXY DISCRETION boxes or the YES box above you must appoint a proxy (but see Note 7 above for what will happen if you inadvertently do not

do so, or your proxy does not attend the meeting). This may be the Chair if you so wish.

Appointing a Proxy

STEP 2

hereby appoint

or failing him/her

as my/our proxy/corporate representative to attend and, if applicable, exercise my vote at the Annual Meeting of Sanford Limited to be held in the

World Cup Lounge West, South Stand, Eden Park, Reimers Avenue, Mt Eden, Auckland and online through the Computershare Meeting Platform

https://meetnow.global/nz on Thursday, 15 December 2022 commencing at 2.00pm and at any adjournment of that meeting and to vote on any

resolutions to amend any of the resolutions, on any resolution so amended and on any resolution proposed at the meeting (or any adjournment thereof) so as

to give effect to my/our intention as set out above.

I/We being a shareholder/s of Sanford Limited

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

SIGN

Securityholder 1 Securityholder 2 Securityholder 3

Contact Name Contact Daytime Telephone Date

ATTENDANCE SLIP

Annual Meeting of Sanford Limited to be held

in the World Cup Lounge West, South Stand, Eden Park,

Reimers Avenue, Mt Eden, Auckland and online through the

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

on Thursday, 15 December 2022 commencing at 2.00pm.

Shareholders can still attend the meeting electronically, even if they have appointed a proxy

(although they will not be able to vote if a proxy has been appointed).

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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