Hallenstein Glasson Holdings Ltd Notice of Meeting

NOTICE OF MEETING

Notice is given that the Annual Meeting of Shareholders of Hallenstein Glasson Holdings Limited (HGHL or the Company) will be
held at Rydges Latimer, 30 Latimer Square, Christchurch, and online at https://meetnow.global/nz on Thursday 15 December 2022
at 10:00 am.
Please refer to the Virtual Meeting Guide available at www.computershare.com/vm-guide-nz for further information on how to
participate online.
The shareholders are invited to join the Directors for morning tea at 9:30am prior to the meeting.
AGENDA
GENERAL BUSINESS
1. Chairman’s Address
2. Chief Executive Officer’s Address
3. Annual Report
To receive the Annual Report, the financial statements and the Auditors’ Report for the financial year ended 1 August 2022.
4. Director Elections
To consider, and if thought fit, to elect as a Director of the Company (by ordinary resolution of the shareholders) Joanne Appleyard,
who was appointed by the Board in November 2022:
Resolution 4.1: To elect Joanne Appleyard as a Director
As at the date of the notice the Board considers Ms. Appleyard to be an Independent Director for the purpose of the NZX Listing Rules.
To consider, and if thought fit, to re-elect as a Director of the Company (by ordinary resolution of the shareholders) the following person,
who retires in accordance with the NZX Listing Rules and the Company’s constitution and offer themselves for re-election:
Resolution 4.2: To re-elect Malcolm Ford as a Director
As at the date of the notice the Board considers Mr. Ford to be an Independent Director for the purpose of the NZX Listing Rules.
See the explanatory notes.
5. Auditors
To record the reappointment of PricewaterhouseCoopers as Auditors of the Company pursuant to section 207T of the Companies
Act 1993, and authorise the Directors to fix the remuneration of the Auditors for the ensuing year.
RESOLUTIONS
The resolutions in items 4 and 5 above require approval by way of an ordinary resolution of shareholders. An ordinary resolution
is a resolution passed by a simple majority (i.e. over 50% of the votes of shareholders of the Company entitled to vote and voting).
ADDRESSES BY CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Please note that for shareholders who are unable to attend the meeting, a transcript of the Chairman’s and Chief Executive
Officer’s addresses to the meeting (and any accompanying slide presentations) will be posted on the Company’s website at
www.hallensteinglasson.co.nz and released to NZX’s market announcement platform at the same time or before they are
delivered to the meeting.
PROXIES
1. Any shareholder of the Company entitled to attend and vote at the Annual Meeting may appoint a proxy to attend and vote
in the place of that shareholder. A proxy need not be a shareholder of the Company.
2. A proxy granted by a company must be executed by a duly authorised officer or attorney of that company.
3. Enclosed with this Notice of Meeting is a proxy form. To be valid, the proxy form must be returned duly completed to Computershare
Investor Services Ltd, Private Bag 92119, Auckland 1142, so it is received no later than 10.00 am on 13 December 2022.
4. Each of the Directors of the Company listed below offers themselves as a proxy to shareholders:
Chairperson — W J Bell
T C Glasson
M J Ford
K Bycroft
G Popplewell
S Vincent
J Glasson
J Appleyard
5. If, in appointing a proxy, you have inadvertently not named someone to be your proxy, 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.
NOTICE OF MEETING

AGENDA ITEM 4 — DIRECTOR ELECTIONS
NZX Listing Rule 2.7.1 require that any director appointed by the Board must retire from office at the next annual meeting but is
eligible to seek election.
Independent Non-Executive Director Joanne Appleyard retires in accordance with this requirement and offers herself for election.
Joanne Appleyard
Appointed: 10 November 2022
Joanne is a partner at Chapman Tripp and is a well regarded senior practitioner with over 30 years’ experience. Joanne
specialises in employment law, retail and commercial property, civil litigation and in providing strategic advice on a full range
of environmental, employment & dispute resolution and resource management issues. Joanne was a member of the NZ Markets
Disciplinary Tribunal between 2011 and 2020.
Under NZX Listing Rule 2.7.1 a director must not hold office past the later of three years and the third annual meeting after
their appointment without being re-elected by shareholders.
Director Malcolm Ford retires in accordance with these requirements and, being eligible, offer themselves for re-election.
Malcolm Ford
Appointed: June 2010
Last re-elected: 11 December 2019
Malcolm Ford is an independent non-executive Director. He was appointed to the Board in June 2010. Mr Ford’s background
includes 20 years’ experience in direct sourcing particularly in Asia. Mr Ford also has experience in brand management across
wholesale and retail markets.
The board unanimously supports the election of Joanne Appleyard and the re-election of Malcolm Ford.
EXPLANATORY NOTES

---

Lodge your 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
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
Any shareholder of the Company entitled to attend and vote at the Annual
Meeting may appoint a proxy to attend and vote in the place of that shareholder.
A proxy need not be a shareholder of the Company. Each of the Directors of the
Company listed below offers themselves as a proxy to shareholders:
Chairman – W J Bell
T C Glasson
M J Ford
K Bycroft
G Popplewell
S Vincent
J Glasson
J Appleyard
To do this, enter the name of your proxy in the space allocated in ‘Step 1’ of this
form. Alternatively you can appoint a proxy online at www.investorvote.co.nz.
If, in appointing a proxy, you have inadvertently not named someone to be your
proxy, 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.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you mark more than one box on an item your vote will be invalid
on that item.

Attending the Meeting in Person
Bring this form to assist registration. If a representative of a corporate
securityholder or proxy is to attend the meeting you will need to provide the
appropriate “Certificate of Appointment of Corporate Representative” prior to
admission.

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 Hallenstein Glasson Holdings 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 available at
www.computershare.com/vm-guide-nz for further information on how to
participate online. You will need the latest version of Chrome, Safari or Edge to
access the meeting. Please ensure your browser is compatible.
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 Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
A proxy granted by a company must be executed by a duly authorised officer
or attorney of that company.
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.
Go online to lodge your proxy or turn over to complete the 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 proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your proxy to be effective it must be received by 10:00 am on Tuesday 13 December 2022.

or Sole Director/Director or Director (if more than one)
Securityholder 1Securityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Signature of Securityholder(s) This section must be completed.
SIGN
Appoint a Proxy to Vote on Your Behalf
Proxy/Voting Form
STEP 1
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in
computing the required majority.
Items of Business - Voting Instructions/Ballot Paper
STEP 2
hereby appoint
I/We being a shareholder/s of Hallenstein Glasson Holdings Limited
of
or failing him/herof
AgainstFor
Proxy
Discretion
Abstain
Resolutions
Resolution 4
Director Elections:
4.1.

To elect Joanne Appleyard as a Director
4.2.
To re-elect Malcolm Ford as a Director
Resolution 5
To record the reappointment of PricewaterhouseCoopers as Auditors of the Company pursuant to section 207T
of the Companies Act 1993, and authorise the Directors to fix the remuneration of the Auditors for the ensuing year.
as my/our proxy to vote for me/us at the Annual Meeting of Shareholders of Hallenstein Glasson Holdings Limited to be held at Rydges Latimer, 30 Latimer Square,
Christchurch, and online at https://meetnow.global/nz at 10.00 am on Thursday 15 December 2022 and at any adjournment of that meeting.
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):
ATTENDANCE SLIP
Annual Meeting of Shareholders of Hallenstein Glasson Holdings Limited
to be held at Rydges Latimer, 30 Latimer Square, Christchurch,
and online at https://meetnow.global/nz at 10.00 am
on Thursday 15 December 2022 and at any adjournment of that meeting.