Annual Shareholders’ Meeting

3 May 2023


Notice of Annual Meeting of Shareholders

Dear Shareholder

We invite you to join us for the Annual Meeting of the Shareholders of Scales Corporation Limited
(“Scales”), to be held at 3.30pm on Wednesday 7 June 2023.

The meeting will be held at The Piano, 156 Armagh Street, Christchurch. After the meeting has concluded,
shareholders are invited to join members of the Board and Management for light refreshments.

Shareholders will also be able to attend online, vote and ask questions via www.meetnow.global/nz. Details
of how to participate ‘virtually’ are provided in the accompanying Virtual Meeting Guide, including
instructions for accessing the virtual meeting. If you are attending virtually you are encouraged to review
this guide and access via the website address shown above.

If you cannot attend, I encourage you to complete and lodge the proxy form in accordance with the
instructions on the reverse of the form so that it reaches Computershare by 3.30pm (New Zealand time) on
Monday 5 June 2023.


Board Renewal

As outlined at the 2022 Annual Meeting the Board has been undertaking a refreshment programme and
was committed to ensuring succession was undertaken in a planned and orderly manner. The Board is
delighted to implement the initial phase of this process with the nomination of Miranda Burdon and Mike
Petersen as Directors to the Board, replacing Mark Hutton who is retiring at the Annual Meeting and Tim
Goodacre who retired on 28 April 2023. As a result of these recommended changes the Board will continue
to have six non-executive directors. The composition of the Board and the required mix of Director skills
and attributes will continue to be reviewed.


Items of Business:

A. Chair’s address
B. Managing Director’s address
C. Ordinary resolutions
D. General business

Ordinary Resolutions:

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

1. That the Board is authorised to fix the auditor’s remuneration for the coming year.
2. Having retired by rotation, that Nick Harris be re-elected as a director.
3. Having been appointed during the year by the Board and holding office only until the Annual
Meeting, that Miranda Burdon be elected as a director.
4. Having been appointed during the year by the Board and holding office only until the Annual
Meeting, that Mike Petersen be elected as a director.

Further information relating to these resolutions is set out in the Explanatory Notes accompanying this
Notice of Annual Meeting. Please read and consider the resolutions together with the notes.


By order of the Board.



Mike Petersen
Chair - 3 May 2023




Our Board of Directors:




Mike Petersen Andy Borland Miranda Burdon Nick Harris


Mark Hutton Alan Isaac Nadine Tunley Qi Xin

Explanatory Notes

These notes form part of the Notice of Annual Meeting

Ordinary Resolution 1: Appointment and Remuneration of Auditor

Section 207T of the Companies Act 1993 provides that a company’s auditor is automatically reappointed
unless there is a resolution or other reason for the auditor not to be re-appointed. Scales wishes Deloitte to
continue as Scales’ auditor, and Deloitte has indicated its willingness to do so.

Section 207S of the Companies Act 1993 provides that the fees and expenses of the auditor are to be fixed
in such a manner as Scales determines at the Annual Meeting. The Board proposes that, consistent with
past practice, the auditor’s fees be fixed by the directors. The Board unanimously recommends that
shareholders vote IN FAVOUR of Resolution 1.

Ordinary Resolution 2: Re-election of Nick Harris

The NZX Listing Rules state directors must not hold office (without re-election) past the third annual
meeting following the director’s appointment, or 3 years, whichever is longer. Accordingly, Nick Harris is
required to retire at this meeting. Nick, being eligible, offers himself for re-election, and the Board
unanimously supports his re-election and recommends that shareholders vote IN FAVOUR of Resolution 2.

Having had regard to the factors described in the NZX Corporate Governance Code that may impact
director independence, the Board considers that Nick Harris will be a Non-Executive Independent Director.

Biography for Nick Harris:
First appointed to the Board in 2014. Last re-elected on 9 June 2020.
Nick was elected to the Board in 2014, having been appointed a Director of both Scales’ Storage &
Logistics division and Meateor in 2012. Nick was previously the Managing Director and was one of
the founding shareholders of Hellers Limited, New Zealand’s largest bacon, ham and small goods
company. Nick is currently the Managing Director of Harris Farms and Glenturret Farm in Cheviot,
North Canterbury, and is also a Shareholder and Director of several private companies. Nick is a
member of Scales’ Audit and Risk Management Committee.

Ordinary Resolution 3: Election of Miranda Burdon

The NZX Listing Rules state directors appointed by the Board must not hold office (without election by
shareholders) past the next annual meeting following the director’s appointment. Miranda Burdon
(appointed by the Board on 31 August 2022) is accordingly required to retire at this meeting. Miranda,
being eligible, offers herself for election, and the Board unanimously supports her election and
recommends that shareholders vote IN FAVOUR of Resolution 3.

Having had regard to the factors described in the NZX Corporate Governance Code that may impact
director independence, the Board considers that Miranda Burdon will be a Non-Executive Independent
Director.

Biography for Miranda Burdon:
Term of Office: Appointed Director 31 August 2022.
Miranda has over 20 years executive and entrepreneurial experience, centered on fast moving
consumer goods in New Zealand and globally, including as the Global Marketing Manager for
Pernod Ricard. Miranda is currently Chair of Meadow Mushrooms and Live Ocean. Miranda is also

the former CEO of Global Women. In 2019 Miranda co-founded Food Nation, a New Zealand based
food manufacturer that develops plant-powered products. Miranda is a member of Scales’ Health &
Safety and Sustainability Committee.

Ordinary Resolution 4: Election of Mike Petersen

The NZX Listing Rules state directors appointed by the Board must not hold office (without election by
shareholders) past the next annual meeting following the director’s appointment. Mike Petersen
(appointed by the Board on 28 April 2023) is accordingly required to retire at this meeting. Mike, being
eligible, offers himself for election, and the Board unanimously supports his election and recommends that
shareholders vote IN FAVOUR of Resolution 4.

Having had regard to the factors described in the NZX Corporate Governance Code that may impact
director independence, the Board considers that Mike Petersen will be a Non-Executive Independent
Director.

Biography for Mike Peterson:

Term of Office: Appointed Director and Chair on 28 April 2023

Mike has over 30 years’ management and governance experience in the agribusiness sector. He is
currently a director of ANZCO Foods and Kelso Genetics Limited and is Chair of agri-food digital
marketplace developers, Nui Markets Limited. Mike also has advisory roles with a number of other
privately-owned companies. Mike was previously Chair of Beef + Lamb New Zealand and was also
New Zealand’s Special Agricultural Trade Envoy for 6 years. In this latter role he advocated for New
Zealand’s agriculture trade and market access interests and identified opportunities for New
Zealand to commercialise its agricultural expertise offshore.


Attendance and voting

Your rights to vote may be exercised by:

a) Attending the meeting and voting in person; or

b) Attending the meeting and voting online; or

c) Postal voting: The Board has determined that postal voting is permitted. Postal voting instructions
are included in the Proxy/Voting Form which accompanies this Notice of Annual Meeting. You can
cast a postal vote online, or complete and send the Proxy/Voting Form by post or fax so that your
vote is received by the share registrar no later than 3.30pm on Monday 5 June 2023.

The Chief Financial Officer, Steve Kennelly, has been authorised by the Board to receive and count
postal votes at the meeting.

d) Appointing a proxy (or representative) to attend and vote in your place: The proxy need not be a
shareholder of Scales. The form of appointment of a proxy and voting instructions accompany this
Notice of Annual Meeting. You can appoint a proxy online or complete the Proxy/Voting Form,
including the proxy appointment and return the Proxy/Voting Form by post or fax so that it is
received by the share registrar by no later than 3.30 pm on Monday 5 June 2023.

e) Online voting: Lodge your postal vote or proxy online at www.investorvote.co.nz

Eligibility to vote
Any shareholder whose name is recorded in the Scales Corporation Limited share register at 3.30pm on
Friday 2 June 2023 is entitled to vote, either by attending the Annual Meeting and voting in person or
online, or by postal or proxy voting (subject to the time limits for returning Proxy/Voting forms).

Ordinary resolutions of shareholders
An ordinary resolution is a resolution approved by a majority of more than 50% of votes of those
shareholders entitled to vote and voting on the resolution.

Questions in advance of the meeting
To assist the Board to provide answers to questions from shareholders, Scales is offering a facility for
shareholders to submit questions in advance of the Annual Meeting. Questions should relate to matters
that are relevant to the Annual Meeting including matters arising from the financial reports and any general
questions regarding the performance of Scales. Individual responses to questions will not be provided, but
the chair will, at the Annual Meeting, endeavour to address commonly raised questions. Questions can be
submitted in writing with Proxy/Voting forms. Alternatively, you can email your questions to:
info@scalescorporation.co.nz.

Virtual Attendance
All shareholders will have the opportunity to attend and participate in the 2023 Annual Meeting online via
an internet connection (using a computer, laptop, tablet or smartphone).

Virtual meetings will be accessible on both desktop and mobile devices. In order to participate remotely
you will need to:
• Visit www.meetnow.global/nz on your desktop or mobile device. Ensure that your browser is
compatible – you will need the latest version of Chrome, Safari or Edge.
• If you have any questions, or need assistance with the online process, please contact
Computershare 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 form and this Notice of Annual Meeting.

Details of how to participate ‘virtually’ are provided in the accompanying Virtual Meeting Guide, including
instructions for accessing the virtual meeting. Shareholders are encouraged to review this guide prior to the
Annual Meeting.

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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
Signing Instructions for Voting Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders
should sign.
Power of Attorney
If this 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 Voting Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can sign alone. Please sign in the appropriate place and indicate
the office held.
Questions in advance of the meeting
To assist the Board to provide answers to questions from shareholders, Scales is
offering a facility for shareholders to submit questions in advance of the Annual
Meeting. Questions should relate to matters that are relevant to the Annual Meeting
including matters arising from the financial reports and any general questions
regarding the performance of Scales. Individual responses to questions will not be
provided, but the Chair will, at the Annual Meeting, endeavour to address
commonly raised questions. You can email your questions to:
info@scalescorporation.co.nz or write them on a separate sheet of paper and
return with this form.
Notes
You may cast your vote in one of the four ways described below. You may
abstain from voting on one or more of the resolutions.
(a) Online
Lodge your postal vote or proxy online at www.investorvote.co.nz.
(b) Casting a postal vote
You may cast a postal vote on one or more of the resolutions by completing the
FOR, AGAINST or ABSTAIN boxes in ‘Step 1’ of this Voting Form, signing the
form and returning it to the share registrar. If you return your postal vote
without indicating on any resolution how you wish to vote, you will be deemed
to have abstained from voting on that resolution.
(c) Appointing a proxy
You may appoint a proxy to attend the meeting and either direct the proxy as to
how to vote or give the proxy discretion as to how to vote on the resolutions by
completing the FOR, AGAINST, ABSTAIN or PROXY DISCRETION box on ‘Step 1’
overleaf, completing the appointment of proxy details in ‘Step 2’ overleaf,
signing this Voting Form and returning it to the share registrar. The Chair, or any
other director, is willing to act as proxy for any shareholder who wishes to
appoint him or her for that purpose. If your proxy does not attend the meeting,
the Chair will be appointed as your proxy and will vote in accordance with your
express direction, and any undirected votes will be voted in accordance to the
Chair’s discretion, other than when he or she is prohibited from voting on that
resolution. If you have ticked the PROXY DISCRETION box and you have not
named a proxy, the Chair will act as your proxy on all resolutions.
(d) Attending the meeting virtually
If you propose to attend the meeting, 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 from your own computer, mobile or
similar device. For any assistance with the process, please contact Computershare
on +64 9 488 8777 between 8.30am – 5.00pm Monday to Friday.
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand)
to securely access InvestorVote and then follow the prompts to lodge your vote or appoint your proxy online.
Proxy/Voting Form
Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your postal vote or proxy to be effective it must be received by 3.30pm (New Zealand time) on Monday 5 June 2023.
Go online to vote, or turn over to complete the form
Scales Corporation Limited

Proxy
Items of Business - Voting Instructions/Voting Form
STEP 1
hereby appoint
of
or failing him/herof
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the hybrid Annual Meeting of the Shareholders
of Scales Corporation Limited (“Scales”), to be held on Wednesday 7 June 2023 at The Piano, 156 Armagh Street, Christchurch commencing at 3.30 pm, and at
any adjournment of that meeting.
I/We being a shareholder/s of Scales Corporation Limited
Appoint a Proxy
STEP 2
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Director
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
or Director (if more than one)
If your proxy will be attending the meeting remotely, 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):
Please note: If you do not plan to attend the meeting, you may cast a postal vote or appoint a proxy to vote at the meeting. This can be done
electronically.
If you mark any of the PROXY DISCRETION boxes above you must appoint a proxy. This may be the Chair or any Director if you so wish.
AgainstFor
Proxy
Discretion
Abstain
Ordinary Resolutions
To consider, and if thought fit, to pass the following ordinary resolutions:
Resolutions supported by the Board:
1.

That the Board is authorised to fix the auditor’s remuneration for the coming year.
2.
Having retired by rotation, that Nick Harris be re-elected as a director
3.
Having been appointed during the year by the Board and holding office only until the Annual Meeting, that Miranda Burdon
be elected as a director.
4.
Having been appointed during the year by the Board and holding office only until the Annual Meeting, that Mike Petersen be
elected as a director.
ATTENDANCE SLIP
Annual Meeting of the Shareholders of Scales
Corporation Limited (“Scales”), to be held on
Wednesday 7 June 2023 at The Piano, 156 Armagh
Street, Christchurch commencing at 3.30 pm.

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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 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
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/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
c
all +64 9 488 8700.