KFL Notice of Annual Meeting of Shareholders – 4 August 23

THE BUSINESS OF THE MEETING WILL BE:
A. Annual Report
To receive the annual report for the year ended 31 March 2023.
B. Resolutions
1. Re-election of Director
To re-elect Andy Coupe as a director of the Company.
The NZX Listing Rule 2.7.1 requires that a director does not hold office (without re-election)
past the third annual meeting following the director’s appointment or three years, whichever is
longer.
The board unanimously supports the re-election of Andy Coupe as an independent director. See
Explanatory Note for Resolution 1 for further information.
2. Directors’ Remuneration
To authorise an increase in the Directors’ fee pool from $157,500 (plus GST if any) to
$185,500 (plus GST if any).
See Explanatory Note for Resolution 2 for further information.
3. Auditor Remuneration
To authorise the board to fix the remuneration of the auditor for the ensuing year.
See Explanatory Note for Resolution 3 for further information.
Notice is hereby given that the 2023 Annual Meeting of Shareholders of Kingfish Limited
(“Kingfish” or “the Company”) will be held on Friday, 4 August 2023 commencing at
10:30am, in Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland and online via the
Computershare Meeting Platform https://meetnow.global/nz.
If the Company is prevented from being able to hold the Annual Meeting in person on the
Meeting Date as a result of COVID-19 restrictions, shareholders will only be able to join the
meeting online at https://meetnow.global/nz. When participating online, shareholders will
require their shareholder number, found on the enclosed proxy form, for verification purposes.
Online participation details are set out below.

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
1

2
C. General Business
To consider any other business that may properly be brought before the meeting.
Each of the resolutions being put to the meeting are proposed as ordinary resolutions and, to be
passed, require approval at the meeting by a simple majority of the votes of those shareholders
entitled to vote and voting on the resolution.
The board of Kingfish recognises that the Annual Meeting of Shareholders is an important forum at
which shareholders can meet the board. We welcome your input and encourage you to submit any
questions you may have in writing prior to the meeting to:
Kingfish Limited
Private Bag 93502, Takapuna, Auckland 0740
Phone +64 9 489 7094
enquire@kingfish.co.nz
On behalf of the board
Andy Coupe
Independent Chair
The Ellerslie Event Centre is situated at 80-100 Ascot Ave, Greenlane. Car parking is provided at the
venue.
Attendees will be required to comply with any Ministry of Health guidelines which may be in place at
the time and any venue health and safety procedures.
PROCEDURAL NOTES
1. The only persons who are entitled to vote at the meeting are those shareholders whose names are
recorded in the share register of the Company at 5.00pm on Wednesday 2 August 2023.
2. A shareholder may attend the meeting and vote or may appoint a proxy to attend the meeting and
vote in place of the shareholder.
3. A proxy need not be a shareholder of the Company. If you appoint a proxy, you may either direct
your proxy how to vote for you, or you may give the proxy discretion to vote as he or she sees
fit. The Chair of the meeting is prepared to act as proxy. Any undirected votes in respect of a
resolution, where the Chair (or any other director) is appointed as a proxy, will be voted in favour of
the relevant resolution, other than when he or she is prohibited from voting on that resolution.
4. If you wish to appoint a proxy you should complete the proxy form which is enclosed with this notice
of meeting. Proxy forms must be returned to the office of Kingfish’s share registrar, Computershare
Investor Services Limited, either by email to corporateactions@computershare.co.nz, by delivery to
Level 2, 159 Hurstmere Road, Takapuna, Auckland or by mail to Private Bag 92119, Victoria Street
West, Auckland 1142, so as to be received not later than 10.30am on Wednesday 2 August 2023.

EXPLANATORY NOTE FOR RESOLUTION 1 – RE-ELECTION OF DIRECTOR
Andy Coupe LLB, CMInstD
Independent director and Chair
Term of Office
Andy Coupe was first appointed to the board on 1 March 2013 and last
elected at the 2020 Annual Meeting.
Board Committees
Member of the Audit & Risk Committee
Chair of the Remuneration & Nominations Committee
Member of the Investment Committee
Biography
Andy Coupe is a professional company director with a wide range of governance experience. Prior
to that he held senior roles in investment banking, with a particular focus on equity capital markets.
Andy is Chair of Barramundi and Marlin Global, and is also a director of Briscoe Group. Andy was
formerly Chair of Television New Zealand, Farmright, Solid Energy New Zealand and the New Zealand
Takeovers Panel. Andy’s principal place of residence is Hamilton.
The board considers that Andy Coupe is an independent director for the purposes of the NZX Listing
Rules. The board unanimously supports the re-election of Andy Coupe.
EXPLANATORY NOTE FOR RESOLUTION 2 – DIRECTORS’ REMUNERATION
Directors’ fees are determined by the board on the recommendation of the Remuneration and
Nominations Committee within the aggregate amount approved by shareholders. The current directors’
fee pool limit of $157,500 (plus GST if any) was approved by shareholder resolution passed at the 2018
Annual Shareholders’ Meeting. This increase was solely to allow a director’s fee to be paid to Carmel
Fisher once she was no longer a non-independent director. Individual director’s fees did not change.
Kingfish engaged Strategic Pay to undertake a review of Kingfish’s director remuneration in early 2023.
Strategic Pay is an independent remuneration consultancy that undertakes annual director fee surveys,
and used the key matrix of market capitalisation, revenue, assets and market sector (financial services), to
benchmark Kingfish within their database of listed public companies and more than 400 New Zealand
organisations.
To see Strategic Pay’s full report visit www.kingfish.co.nz.
The Board considered Strategic Pay’s recommendations, and took into account Kingfish’s business model,
regulatory risks and obligations, and recommends that the pool available to pay directors fees be
increased by $28,000 from $157,500 (plus GST if any) to $185,500 (plus GST if any). This proposed
increase would lift the directors’ fee pool to the bottom of the range recommended by Strategic Pay, as
shown in the table below. If approved by shareholders, fees will be allocated as follows:
• Chair $58,500
• Directors $39,000
• Committee Chair fees $5,000
Role/CommitteeCurrent FeesRecommended Fees Range by
Strategic Pay
Proposed by Kingfish
Chair$50,000$64,750$71, 750$58,500
Director x 3$32,500$37,000$41,000$39,000
Audit and Risk Committee Chair$5,000$5,000$5,000$5,000
Investment Committee Chair$5,000$5,000$5,000$5,000
Total Governance Pool$15 7, 5 0 0$185,750$204,750$185, 50 0
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EXPLANATORY NOTE FOR RESOLUTION 3 – AUDITOR REMUNERATION
PricewaterhouseCoopers is automatically re-appointed as auditor under section 207T of the Companies
Act 1993. Under section 207S of the Companies Act auditor fees and expenses must be fixed in the
manner determined at the annual meeting of shareholders. This resolution authorises the board to fix the
remuneration of the auditor.
ONLINE PARTICIPATION DETAILS
Provided COVID-19 restrictions do not prevent the Company from being able to hold the Annual
Meeting in person on the Meeting Date, shareholders will be able to attend and participate in the
Annual Meeting in person at Ellerslie. Shareholders may also choose to participate in the Annual
Meeting online via the Computershare Meeting Platform https://meetnow.global/nz. However, if there
exists uncertainty relating to the COVID-19 pandemic, or if Government restrictions mean that an in-
person meeting cannot take place, the Company will need to move to a virtual only Annual Meeting.
In those circumstances, the Company will provide shareholders with as much notice as is reasonably
practical by way of an announcement to the NZX and details posted on the Company’s website.
In order to participate remotely, shareholders should visit https://meetnow.global/nz on their desktop or
mobile device and click “Go” under the Kingfish 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.
If shareholders have any questions or need assistance with the online process, please contact
Computershare on 0800 650 034 or +64 9 488 8777 (outside of NZ) between 8.30am and 5.00pm
(NZ time) Monday to Friday.
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 as they otherwise would, by following the instructions on the proxy
form and this Notice of Meeting.
Please note that not all questions may be able to be answered during the meeting. In this case,
questions will be followed up after the 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 Meeting of Shareholders.
Shareholders will require their CSN/Securityholder Number, which can be found on their proxy form,
for verification purposes.
The safety of our shareholders remains our key focus and if anyone is feeling unwell they must not
attend the meeting in person.
The Annual Meeting will follow any Ministry of Health COVID-19 guidelines that exist at the time of the
meeting.
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Annual Meeting of the Shareholders of Kingfish Limited
Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland
Friday, 04 August 2023 at 10:30am
Go online to vote, or turn over to complete the form
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Signing Instructions for Postal 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
(on behalf of all shareholders). In the case of joint shareholders, if the shareholders
appoint different proxies, the vote of the proxy appointed by the first shareholder
will be counted.
Power of Attorney
If the form is signed under a power of attorney, a certificate of non-revocation
must be completed and a certified copy of the power of attorney must be
produced to the company unless it has already been noted by the company.
Companies
This form must be signed by a duly authorised Director or duly authorised officer
or attorney. Please sign in the appropriate place and indicate the office held.
How to Vote on Resolutions
All your securities will be voted in accordance with your directions.
Appointment of Proxy
As a shareholder you may attend the meeting and vote, or you may appoint a
proxy to attend the meeting and vote on your behalf. A proxy can be any person
of the shareholder’s choice and does not have to be a shareholder. The Chair, or
any other Director, is willing to act as a proxy for any shareholder who wishes
to appoint him or her for that purpose. Any undirected votes in respect of a
resolution, where the Chair or any other Director is appointed proxy, will be
voted in favour of the relevant resolution, other than when he or she is prohibited
from voting on that resolution. To appoint a proxy, please enter the name of your
proxy in the space allocated in ‘Step 1’ overleaf of this form.
If you do not name a person as your proxy, but otherwise complete the
proxy form in full, or your named proxy does not attend the meeting, the
Chair will be appointed your proxy and will vote in accordance with your
express direction (subject to any voting prohibitions), and any discretion
granted on how to vote will be voted in favour of the relevant resolution.
Voting of your holding
Direct your proxy how to vote or give the proxy discretion as to how to vote on
the resolutions by completing FOR, AGAINST, ABSTAIN or PROXY DISCRETION
box on ‘Step 2’ overleaf. If the form is returned without a direction as to how the
proxy shall act on a resolution the proxy will exercise the proxy’s discretion as to
whether to vote and, if so, how.
If you propose to ATTEND the Annual Meeting:
Bring this Proxy/Voting form to the share registry at the entrance to the meeting.
If you do NOT propose to attend the Annual Meeting:
Please complete and sign the proxy and voting instruction sections in ‘Step 1’
and ‘Step 2’ overleaf of this form, sign the form and return it to the share
registrar.
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: For security reasons it is important that you keep your CSN/Securityholder Number confidential. To vote online
you will need the above Control Number, your CSN/Securityholder Number and postcode (or country of residence if you reside
outside of New Zealand).
Lodge your proxy online, 24 hours a day, 7 days a week:
Proxy/Voting Form
Want to vote online? Visit www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your vote to be effective it must be received by 10:30am on Wednesday, 02 August 2023.
If shareholders do not wish to attend the meeting in person at Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland,
shareholders will have the opportunity to participate in the 2023 Annual Meeting online via the Computershare Meeting Platform
https://meetnow.global/nz. Please refer to the Virtual Meeting Guide that accompanies this Proxy/Voting Form.

Proxy/Corporate Representative Form
Elect Electronic Communications
Appoint a Proxy to Vote on Your Behalf
STEP 1
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 Annual Meeting of the Shareholders
of Kingfish Limited to be held in Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland and online via the Computershare Meeting Platform
https://meetnow.global/nz on Friday, 04 August 2023 at 10:30am and at any adjournment of that meeting and as my proxy thinks fit on any additional resolution or
amendment to resolutions so as to give effect to my/our intention as set out below where possible.
appointof
or failing him/herof
I/We being a shareholder/s of Kingfish Limited
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Voting Instructions/Voting Form
STEP 2
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. Unless otherwise
instructed, the proxy will vote as he/she thinks fit.
ATTENDANCE SLIP
Annual Meeting of the Shareholders of Kingfish Limited to be
held in Guineas Room 1, Ellerslie Event Centre,
Greenlane, Auckland and online via the Computershare
Meeting Platform https://meetnow.global/nz on
Friday, 04 August 2023 at 10:30am.
Proxy
Discretion
Resolutions:
1.

To re-elect Andy Coupe as director of the Company.
2.

To authorise an increase in the Directors’ fee pool from $157,500 (plus GST if any) to $185,500 (plus GST if any).
3.
To authorise the board to fix the remuneration of the auditor for the ensuing year.
For
Against
Abstain
Signature of Shareholder(s) This section must be completed.
SIGN
or duly authorised director, officer or attorneyor Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
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):

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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.