Notice of Annual Meeting

Private Bag 3016
Hamilton 3240
New Zealand
0800 651 156
www.lic.co.nz
LIC is the trading name of Livestock Improvement Corporation Limited (NZE: LIC)
7 September 2023
Dear Shareholder,
On behalf of the LIC Board, we are pleased to invite you to
attend LIC’s 2023 Annual Meeting on Thursday 12th October
commencing at 5.00pm, with registration open from
4.00pm.
As an NZX-listed company we are required to hold our
Annual Meeting no later than six months after the close of
the financial year.
This year’s Annual Meeting will be held at Hotel Ashburton,
11/35 Racecourse Road, Allenton, Ashburton, 7700.
Alternatively, you are welcome to join us online at
www.lic.co.nz/annualmeeting.
The full list of business to be covered is set out in the Notice of Meeting booklet enclosed, along with
your voting information and papers.
Recommended changes to the LIC Constitution
My letter to shareholders in July outlined several proposed changes to LIC’s Constitution, which we
are seeking your support on in addition to the “business as usual” matters.
The changes are not considered substantive, but your support of them will further strengthen our
governance and shareholder engagement arrangements and ensure our co-op is operationally
efficient, effective, and fit-for-purpose.
A summary of the recommended changes is provided below. There are three separate special
resolutions for consideration. For further information, please refer to Schedule 1 in the Notice of
Meeting booklet.
Resolution 10 – Delegations of Authority from the Board to Management
This resolution authorises certain delegations of authority from the Board to the management team,
which will help streamline processes, optimise the time spent by the Board on LIC matters, and
reduce the administrative burden on the Company. Specific changes include:
Reduce the administrative burden on the Board and Management when shares are sold under the
compulsory disposal provisions of the Constitution including the removal of the need for a director to
sign a statutory declaration in relation to the sale of LIC Ordinary shares under lien and allow a Senior
Manager of LIC to sign a certificate instead
The Board is frequently asked to note the sale of LIC Ordinary shares under lien and a Director is
required to sign an accompanying statutory declaration. This change will enable management to
certify the sale of LIC Ordinary shares on behalf of shareholders, thereby reducing the administrative
burden on the Board and the Company.

Page 2


Streamline the processes related to enforcing the constitutional based restrictions on LIC shares
The proposed changes will streamline the processes related to shares held by non-Users (Prohibited
Shares), shares held over the 5% maximum holding (Excess Shares) and shares held over the 1% voting
cap (Restricted Shares) by removing the obligations on the Board to first determine if these terms of
the Constitution have been breached and, if so, what action should be taken.

The intention of these changes is for the share restrictions to apply automatically rather than at the
determination of the Board, and for management to be able to enforce the terms of the Constitution
in these specific circumstances.

The ability for individual cases to be escalated to the Board in the event of a dispute has been included
in the revised Constitution.

Resolution 11 – Governance Changes
This resolution authorises certain updates to the eligibility, appointment and election requirements
relating to the Board, Shareholder Reference Group (SRG) and Honoraria Committee, to ensure
consistency of treatment. Specific changes include:

Amend the Eligibility Requirements to enable Appointed Members of the SRG to be drawn from a
wider pool of dairy farmers
Four of the 12 members of the SRG are Appointed Members. The proposed changes will enable a
wider pool of dairy farmers to be eligible for appointment to these four positions.

Changes to the qualification criteria will extend the range of potential candidates to include those
nominated by a shareholder, which is particularly relevant for our commercial and corporate
shareholders and Trusts (including Māori Trusts). It would also allow for farm managers or members
of management of trusts/commercial entities who have experience of working on farms to be eligible
for appointment. Currently only Participant Code owners, directors and named trustees can become
Appointed Members of the SRG.

Changes to the criteria will also remove the requirement that to be an Appointed Member a
candidate should use one of LIC’s herd testing options and submit more than 60% of one herd to AB
using LIC semen. This will mean that farmers who don’t use one of our herd testing options because
they, for instance, have on-farm milk meters/technology in place will now be eligible for
appointment.

Extend the qualification criteria for Elected Directors and Elected Members of the SRG to include
GeneMark Whole Herd products
This change will include use of LIC’s GeneMark Whole Herd products as an alternative to LIC’s
traditional herd testing services, recognising changing farming practices including the increasing use
of DNA testing as a herd improvement tool. The remaining qualification criteria to be elected to the
Board or SRG are unchanged.

Align the election process for the Honoraria Committee with those of Elected Directors and Elected
Members of the SRG
These changes to align the Honoraria Committee election process will remove the need for an
election to be held if there is only one candidate for each relevant position, with such candidates
being deemed to be elected by the shareholders.

Where there are more candidates than positions available, and an election is held, the candidates
with the highest number of votes will be appointed. These changes will also clarify the ability of the
Honoraria Committee to fill vacancies on a casual basis.

Page 3
Align the wording used in the Constitution to describe the arrangements and/or entitlement of
Directors, SRG members and members of the Honoraria Committee to be paid expenses
The wording in the relevant provisions will be aligned to read that members of the Board, SRG and
Honoraria Committee are entitled to be paid for all reasonable travel, accommodation and other
expenses properly incurred by them in connection with the business of the Company.

Resolution 12 – Definitional Changes/Tidy-ups
This resolution authorises certain definitional updates and administrative improvements and tidies
up areas of the Constitution that are no longer relevant. Specific changes include:

Remove references to “transitional arrangement”’ in the Constitution
This change will remove any redundant references to transitional arrangements in the Constitution
now that the transitional period under the 2020 Governance review has been completed.

Revise the definition of “Milk Processor”
A change to the definition of “Milk Processor” will confirm the position that a farmer who supplies
raw milk to a raw milk processor under the Raw Milk Regulations can become a shareholder provided
they meet the other criteria to be a User.
This change will remove any uncertainty in the wording of the Constitution that allows for this.

Why we are recommending these changes
We are recommending you support these changes to strengthen our governance and shareholder
engagement at LIC, and ensure our co-op is operationally efficient, effective, and fit for purpose.
These changes will do that by:
a. Streamlining governance of LIC to delegate decisions on select technical matters from the
Board to LIC management.
b. Future proofing the Constitution by ensuring eligibility for representative roles is reflective of
our shareholders and the nature of their farming practices today.
c. Tidying up areas of the Constitution that are no longer relevant.
d. Ensuring consistency and alignment for election rules across all elected LIC positions.

The proposed changes will help us establish an efficient and effective governance structure for the
future, and one which is truly representative of LIC’s shareholder base.

Your decision
We strongly believe that the proposed changes to the LIC Constitution will help us to continue to
drive value and allow us to innovate and deliver for our shareholders.

The SRG and Board recommend a YES vote for these changes.

We welcome any questions that you may have and look forward to your participation at the Annual
Meeting on Thursday 12
th
October.

Yours sincerely


Murray King
LIC Chair

---

NOTICE OF 2023
ANNUAL
MEETING

12
th
October 2023 - 5.00pm
To be held at: Hotel Ashburton,
11/35 Racecourse Road, Allenton,
Ashburton 7700 and online at
www.lic.co.nz/annualmeeting
There's always room
for improvement

Invitation
An invitation is extended to all
Shareholders to join the LIC Directors,
Shareholder Reference Group Members
and Senior Staff for refreshments and
Dinner to be held at the conclusion of
the Annual Meeting. Colin Glass, Chief
Executive of Dairy Holdings will be our
guest speaker.
For catering purposes, Shareholders are
requested to register their attendance at
the Dinner by Monday 2 October 2023.
Visit www.lic.co.nz and login to
‘Shareholder Services’ - you can find the
link at the top of the home page. On the
left hand side select ‘Annual Meeting
Registration” from the bottom of the
menu. Fill in the form and click ‘submit’.
Confirmation of your registration will
be forwarded to the nominated email
address entered on the registration form.
Alternatively send an email to
shareregistry@lic.co.nz with your Name,
Participant Code and the number of
people attending the dinner.

Compliance with NZX listing rules
NZ RegCo has reviewed the form of this Notice of Meeting
but neither it nor NZX take responsibility for its contents.
Defined terms
Unless otherwise indicated, capitalised terms used in this
document have the specific meaning given to them in the
Glossary on page 00 of this document.
Enquiries
If you have any questions about the number of shares you
hold in LIC, or how to vote or complete the Voting Form,
please contact the Election Helpline on 09 375 5998
Introduction4
Notice of Meeting5
Resolutions5
Explanatory Notes9
NZX Waivers, Rulings and Non-Standard
Designation Eligibility to Vote and Required
Approvals
48
How to Cast a Vote49
Disclosures of financial assistance
as required under the Companies
Act 1993
52
Glossary56
Schedule 1
Summary of the Changes to the
Constitution
58
Directory66
Contents

4
Introduction


The business to be conducted at this Annual Meeting
consists of two parts: the usual business conducted at
each annual meeting (or “Business as Usual” matters), and
the proposed changes to the Constitution.
The “Business as Usual” matters are set out in Part A of
the Notice of Annual Meeting and comprise the following
matters:
(a) Presentation of annual financial statements and
associated reports
(b) Approval of LIC Directors’ Remuneration
(c) Approval of LIC Shareholder Reference Group
Remuneration
(d) Reappointment of KPMG as external auditor
(e) Election of one Elected Director for the North Island
Region
(f) Election of one Elected Director for the South Island
Region
(g) The re-appointment of Sophie Haslem as an
Appointed Director
(h) Election of two Shareholder Reference Group (SRG)
members for the Lower North Territory
(i) Re-election of Ian Brown to the Honoraria Committee
( j) Re-election of Gordon Glentworth to the Honoraria
Committee
In relation to the resolution contemplated by (h) above,
the Company reminds Shareholders that in accordance
with clause 23.1 of the Constitution, the Board amended
the Rotation Schedule at its February 2023 Board meeting.
The schedule was last amended in 2020 following
shareholder approval of changes to LIC’s governance and
representation arrangements. While reducing the times
shareholders would be asked to vote for members of the
SRG (to two years out of every three) it left the potential
for half of the SRG to be replaced in a year. The recent
changes to the rotation schedule begin this year, and we
have two positions up for election. The terms of office vary:
one for a two-year term and one for a three-year term.
From 2024, there will be no more than four SRG positions up
for election or appointment each year.

5
Notice of
Annual Meeting

Notice is given that the 2023 Annual Meeting of the
Shareholders of Livestock Improvement Corporation
Limited will be held at the Hotel Ashburton, 11/35
Racecourse Road, Allenton, Ashburton 7700
commencing at 5.00pm on Thursday 12 October 2023,
with registration commencing at 4.00pm. The meeting
will be a hybrid meeting, meaning that Shareholders
will also have the option of participating online at
www.lic.co.nz/annualmeeting.
Part A: Business as Usual Matters
Item 1: Presentation of annual financial statements and
associated reports
To receive and consider the Company’s Financial
Statements for the year ending 31 May 2023 and the
associated Directors’ and auditor’s reports, all as set out in
the Annual Report.
1
Item 2: Resolution 1: Approval of LIC Directors’
Remuneration
To receive and consider the LIC Honoraria Committee’s
recommendation as to Directors’ remuneration, and if
thought fit, to resolve by way of ordinary resolution to:
“Approve the total remuneration of all nine Directors to be
a maximum of $723,000 per annum.”
Part B of the meeting will deal with proposed changes
to the Constitution. The relevant changes have been
grouped by type together and will be passed as three
separate resolutions.
The above matters are presented in the Notice of Meeting,
with further details provided in the following Explanatory
Notes.
1
Available on LIC’s website (www.lic.co.nz/shareholders/annual-reports)
or on request, phone (07) 856 0700.

6
Item 3: Resolution 2: Approval of LIC Shareholder
Reference Group Remuneration
To receive and consider the LIC Honoraria Committee’s
recommendation as to Shareholder Reference Group’s
remuneration, and if thought fit, to resolve by way of
ordinary resolution to:
“Approve the total remuneration of all Shareholder
Reference Group members being increased from $179,500
to $199,000 and to increase the daily allowance from $350
to $400 per day.“
Item 4: Resolution 3: To re-appoint KPMG as external
auditor
To consider, and if thought fit, to resolve by way of ordinary
resolution to:
“Re-appoint the chartered accountancy partnership
KPMG as the auditor until the conclusion of the Company’s
next Annual Meeting, and that the Directors be authorised
to fix its remuneration”
Item 5: Resolution 4: To elect one Elected Director for the
North Island Region
To consider, and if thought fit:
“Elect ONE (1) candidate representing the North Island, as
an Elected Director to the Board of Directors with effect
from the conclusion of this Annual Meeting.”
Note that only Shareholders in the North Island are eligible
to vote on this resolution.
Item 6, Resolution 5: To elect one Elected Director for the
South Island Region
To consider, and if thought fit:
“Elect ONE (1) candidate representing the South Island, as
an Elected Director to the Board of Directors with effect
from the conclusion of this Annual Meeting.”
Note that only Shareholders in the South Island are eligible
to vote on this resolution.
Item 7: Resolution 6: To ratify the re-appointment of
Sophie Haslem as an Appointed Director
To consider, and if thought fit to resolve by way of ordinary
resolution to:
“Ratify the re-appointment of Sophie Haslem as an
Appointed Director for a term expiring at the conclusion
of the third Annual Meeting following this Annual Meeting
(approximately three years).”

7
Item 8: Resolution 7: To elect two members of the
Shareholder Reference Group for the Lower North
Territory
To consider, and if thought fit:
“Elect TWO (2) candidates from the Lower North Territory
to the Shareholder Reference Group with effect from the
conclusion of this Annual Meeting.”
Note that only Shareholders in the Lower North Territory
are eligible to vote on this resolution
Item 9, Resolution 8: Re-election of Ian Brown to the
Honoraria Committee
To consider, and if thought fit, to resolve by way of ordinary
resolution to:
““Approve the re-election of Ian Brown to the Honoraria
Committee, with effect from the conclusion of this Annual
Meeting.”
Item 10, Resolution 9: Re-election of Gordon Glentworth
to the Honoraria Committee
To consider, and if thought fit, to resolve by way of ordinary
resolution to:
“Approve the re-election of Gordon Glentworth to the
Honoraria Committee, with effect from the conclusion of
this Annual Meeting.”
Part B: Constitutional Changes
Item 11: Resolutions 10-12: To amend LIC’s Constitution to
reflect the Constitutional Changes
To consider, and if thought fit, to resolve by way of three
separate special resolutions:
“To approve:
Resolution 10 – Delegations of Authority:
The Constitutional Amendments set out in Part A of the
table in Schedule 1 to this Notice of Meeting (as
reflected in the form of amended Constitution available
on LIC’s website) be approved.
Resolution 11 – Governance Amendments
The Constitutional Amendments set out in Part B of the
table in Schedule 1 to this Notice of Meeting (as
reflected in the form of amended Constitution available
on LIC’s website) be approved.
Resolution 12 – Administrative updates:
The Constitutional Amendments set out in Part C of the
table in Schedule 1 to this Notice of Meeting (as
reflected in the form of amended Constitution available
on LIC’s website) be approved.

8
For the avoidance of doubt, Resolutions 10-12 are not
interdependent. This means that if one or some, but
not all, of these resolutions are passed by way of a
special resolution, then those resolutions that have been
successfully passed will be effective notwithstanding the
fact that the other resolutions have not passed.
Note: A summary of these changes to the Constitution is
attached at Schedule 1 and a mark-up of the Constitution
showing these changes is available at
www.lic.co.nz/annualmeeting.
Item 12: General business.
Expected Closure: 6.30pm - light refreshments will be
served with dinner from 7.00pm.
Procedural notes
(a) Explanatory Notes relating to the resolutions above
are set out in the following pages.
(b) Resolutions [1 to 3 and 6] need to be passed by
ordinary resolutions, i.e. by a simple majority of the
votes of those Shareholders entitled to vote and voting
on the relevant resolution. If these resolutions do not
pass by the requisite threshold the recommendations
to which they relate will not be effective.
(c) LIC uses the First Past the Post system for Board,
Shareholder Reference Group and Honoraria
Committee elections. This means that the candidates
receiving the highest number of votes on resolutions
4-5 and 7-9 will be successfully appointed.
(d) Resolutions 10-12 need to be passed by special
resolution, i.e. by a 75% majority of the votes of those
Shareholders entitled to vote and voting on the
relevant resolution.
(e) In accordance with the Constitution, no person may
exercise, or control the exercise of, more than 1% of the
maximum number of votes that may be exercised at a
meeting of LIC.
(f) For each resolution, the votes counted include valid
postal votes, electronic votes and the votes of proxies
and representatives.
(g) All resolutions will be determined on the basis of a poll
in accordance with NZX Listing Rule 6.1.1.

9
Explanatory Notes

Items 2 and 3 - Resolutions 1 and 2: Approval of
LIC Directors’ Remuneration and approval of LIC
Shareholder Reference Group Remuneration.
Honoraria Committee

Clause 24.2 of LIC’s Constitution (Corporate governance
| LIC) sets out the requirement for LIC to maintain an
independent Honoraria Committee. The Honoraria
Committee is tasked with considering and recommending
to LIC Shareholders any changes to the form, and amount
of remuneration paid to LIC’s Directors and Shareholder
Reference Group members. Clause 24.2 also sets out the
process by which Shareholders can be elected to the
Honoraria Committee.
In this Notice of Meeting, you will find two resolutions
relating to LIC’s Honoraria Committee and the work
that they do on behalf of their fellow LIC Shareholders.
Resolutions 1 and 2 respectively are the Committee’s
recommendations to increase the current level of
Directors’ and Shareholder Reference Group members’
remuneration. Director remuneration must be approved by
an ordinary resolution of Shareholders (as set out in Listing
Rule 2.11.1). Resolutions 8 and 9 are in relation to the
re-election of two Shareholders to the Committee.
The Honoraria Committee is made up of between two
and four Shareholders. The members are elected by their
fellow Shareholders and is currently chaired by Ian Brown
of Tokoroa. Each member of the Committee holds office
for a period of two years and can stand for re-election at
the end of their term. The current Honoraria Committee
members are:
• Ian Brown (Chair)
• Gordon Glentworth
• Scott Montgomerie
• Shirley Trumper

Each bring to the Honoraria Committee their depth
of knowledge and experience of governance within
the agricultural sector, and most have experience on
other bodies that consider Board remuneration. Further
information on the current members can be found here
Honoraria Committee | LIC.
It is important to note that the Honoraria Committee
undertakes its role and activities independently of LIC,

10
the LIC Board and the Shareholder Reference Group.
Neither the Board or the Shareholder Reference Group
set, or recommend, the level of the fees that they receive.
Furthermore, under the NZX Listing Rules, LIC Directors
and any person associated with that Director, are
disqualified from voting on Resolution 1.
The Honoraria Committee met four times this year to
consider the remuneration paid to LIC Directors and
members of the Shareholder Reference Group. In reaching
their recommendations to Shareholders, the Honoraria
Committee has considered, reviewed, and analysed
the comprehensive data and information provided by
Strategic Pay and the Institute of Directors. The Honoraria
Committee also considered the published remuneration
data, practices, and policies from several organisations in
New Zealand within both the agricultural sector and other
sectors.
The Honoraria Committee also met with LIC’s Chief
Executive, the Chair of the LIC Board, an elected Director,
an Appointed Director, and the Chair of the Shareholder
Reference Group to understand the nature of the issues
before the Board and the Shareholder Reference Group.
These issues included the workload on Directors and
Shareholder Reference Group members, plus other
relevant matters. This, together with their wider industry
experience, has informed their recommendations to LIC
Shareholders.
Director Honoraria

It is the Honoraria Committee’s view that it is imperative
that LIC maintains a high calibre of Directors on its
Board. Elected Directors bring a strong understanding
of the co-operative, the New Zealand dairy industry, as
well as the challenges ahead of the industry. Appointed
Directors bring to the Board a balance of skills and
experience relating to international markets, mergers
and acquisitions, health and safety, technology, finance,
risk and they often have exposure to other complex
businesses.
The aim of the Honoraria Committee is to ensure that
Directors’ remuneration is relevant and includes some
recognition of potential opportunities foregone to them,
while being sufficient to attract and retain good governors.
Directors’ remuneration needs to continue to reflect the
substantial workload and ever-increasing obligations
on New Zealand Directors. The Honoraria Committee is
acutely aware that as a company listed on the NZX, the
level of compliance and scrutiny on LIC is higher than for

11
a non-listed company and there is no evidence that the
Directors’ workload will decrease in the foreseeable future.
Director Honoraria - recommendations

The Honoraria Committee recommend the following
increases to Directors’ remuneration, to take effect from
the conclusion of the 2023 Annual Meeting:
PositionCurrentRecommended$ Increase
Chair$132,000$143,000$11,000
Director$59,000$65,000$6,000
Discretionary
pool*
$60,000$60,000No change
Total$664,000$723,000$59,000
* Maximum pool available for additional duties and
specialist skills, including roles as Committee Chairs.
It is the Honoraria Committee’s considered view that
the honoraria currently paid to LIC Directors is not
sufficient to maintain relative remuneration parity with
similar organisations. Therefore, it has the potential
to put pressure on LIC’s ability to attract and retain
good governors. In addition, the Honoraria Committee
considers that the current level of remuneration does not
fully recognise the time and commitment required to be a
Director of LIC.
If Resolution 1 does not pass, the Directors will continue to
be remunerated at the level previously approved at LIC’s
2022 Annual Meeting.
ChairDirectorPool
20122013201420152016201720182019202020212022
$150,000
$100,000
$50,000
$0
Chair & Director Fees (2012-2022)

12
Shareholder Reference Group Honoraria
The Honoraria Committee considers the Shareholder
Reference Group (SRG) to be an important contributor to LIC.
Therefore, the Honoraria Committee understands the level
of remuneration paid to its members needs to be sufficient
to attract Shareholders of the appropriate calibre, especially
to work on behalf of their fellow Shareholders in fulfilling the
SRG’s role.
The SRG’s current remuneration was approved by
Shareholders at the 2022 Annual Meeting, acknowledging the
continuing increase in the workload of the SRG resulting from
its role change in 2020.
The Honoraria Committee is aware that there are very few
organisations which have a body similar to LIC’s Shareholder
Reference Group that it can use for direct comparison when
it comes to considering the SRG’s honoraria. The Honoraria
Committee draws its knowledge and experience of the effort
required for individuals to contribute both behind and beyond
the farm gate when exercising judgement in this area.
The SRG has implemented some Key Performance Indicators
(KPIs) over the past year to measure their performance; the
key measures from 2022 are illustrated below:
CurrentRecommended$ increase
$150,000
$100,000
$50,000
$0
Board Recommendations 2023
Board ChairBoard DirectorBoard Pool
Number of Shareholder Events Attended
7
3
9
11
13
FEBRUARYAPRILJUNEOCTOBERDECEMBER

13
The level of remuneration needs to ensure a fair
recognition of the members increased focus away from
their own farm operations. Due to the time spent off farm
on LIC activities, their personal commitment to the
co-operative, and other off-farm opportunities foregone
the Honoraria Committee is recommending an increase in
the Group’s remuneration as set out below.
Shareholder Reference Group Honoraria -
recommendations
The Honoraria Committee recommends the following
increases to the remuneration paid to members of the
SRG. These increases would take effect from the 2023
Annual Meeting, and includes a slight increase in the daily
allowance paid to members of the Shareholder Reference
Group for days spent on LIC business outside their normal
meeting schedule. The daily allowance was last increased
in 2022.
Number of Ideas/issues Escalated
FEBRUARYAPRILJUNEOCTOBERDECEMBER
11
5
6
8
7
Number of interactions with LIC Staff
FEBRUARY
APRIL
JUNE
OCTOBER
DECEMBER
51
36
24
26
9

14
PositionCurrentRecommended$ Increase
SRG Chair$36,500$40,000$3,500
SRG Deputy
Chair
$17,000$19,000$2,000
SRG Member
$12,600$14,000$1,400
Total$179,500$199,000$19,500
Daily
Allowance *
$350$400$50
* Paid for time spent on extraordinary duties
CurrentRecommended$ increase
$50,000
$0
SRG Recommendations 2023
SRG ChairSRG Deputy ChairSRG Member
$40,000$400
$20,000$200
$0$0
20122013201420152016201720182019202020212022
Shareholder Council 2012-2020
Shareholder Reference Group 2021-2022
Chair
MemberDaily Allowance
Deputy Chair
If Resolution 2 does not pass, the Shareholder Reference
Group will continue to be remunerated at the level
previously approved at LIC’s 2022 Annual Meeting.

15
Item 4 – Resolution 3: To re-appoint KPMG as external
auditor
To consider, and if thought fit, to resolve by way of ordinary
resolution to re-appoint the chartered accountancy
partnership KPMG as the Auditor until the conclusion of the
Company’s next Annual Meeting, and that the Directors be
authorised to fix its remuneration. The Board recommends
to Shareholders that KPMG be re-appointed as the
external Auditor for the current year.
Item 5– Resolution 4: To elect one Director for the North
Island Region
The Board does not currently have sufficient information
to form a view on whether the candidates nominated for
election to the North and South Island Director seats would
qualify as “Appointed Directors” for the purposes of the
NZX Listing Rules.
Director Candidates North
Island in alphabetical order:
Duncan Coull
My name is Duncan
Coull, I’m 51 years of
age. Alongside my wife
Julie, we dairy farm in
the King Country, grow
Kiwifruit, and have forestry
interests. Born and raised
on a small 70 cow farm
in Taranaki fuelled my
passion for wanting to
be part of this industry
and a realisation that I needed to forge my own
way. We have done that, starting as sharemilkers,
through to farm ownership at age 28, shifting North to
Otorohanga in 2002 which is now home.
For me governance is not a career choice but an
opportunity to contribute, give back and serve the industry
that has -and continues- to treat our family well. I’m a
passionate believer and 100% loyal to the cooperative
model being the most aligned to the collective needs of
our farmers as customers and shareholders. However,

16
the cooperative model only works when the culture within
an organisation is reflected in both relationships with
customers and shareholders.
LIC’s Board composition has undergone some change over
the past few years. We are losing some key experience.
Board composition is critical in any organisation in having
the balance between enthusiasm and experience.
Genetics have and will play a significant role in shaping the
industry’s future, The world is asking us all to do more with
less. Our breeding objectives need to reflect this both in
production efficiency and longevity. Data and technology
uptake and confidence in it will be a key driver in keeping
LIC and its farmers at the front of the pack in this respect.
Strategic discipline will be key to ensure LIC delivers on
the objectives that deliver the greatest impact. Having
scale governance experience outside LIC will be helpful in
bringing different perspectives to some of our big issues-
which are universal across all primary sector companies.
LIC has had lapses, wandering off its core activity in
the past as it looked to find the next big thing. Ensuring
strategy is aligned to purpose, principal activities are
executed well, both in service delivery and financial
performance is fundamental.
• A self-made farmer, our business has been built from
the ground up.
• Scale governance experience.
• Capabilities required to be a effective governor.
• Experience
• Rural banking experience – Rabobank finance
manager 2003-2006.
• RBS – Business solutions to faming families in the
Waikato since 2006.
• Fonterra Shareholders Council – 2010 to 2019.
Chairman 2015-2019.
• Chair Fonterra Governance Development
Programme committee 2017-2019.
• Initiated and led the development of “purpose”
within Fonterra to build stronger identity and drive
cultural change in the organisation-2018-2019
• Ballance Agri nutrients Ltd – Director 2018 to
current. Chairman 2020 to current.
• New Zealand Phosphate Company Director 2018
to current.
• Co-Chair – Otorohanga College Board 2021 to
current.
Your cooperative’s future is in your hands. As a shareholder
you have choice as to who you see best placed to govern
LIC into the future. I believe I would make a valuable
contribution and respectfully ask for your vote.

17
LIC Director Election 2023
Candidate Profile & Rating

Duncan Coull
Duncan has focused his governance career in co-operative
and community representative roles. He notes his ‘passionate
and loyal belief in the co-op model’ and is interested in the
LIC role as a way to give back to the industry.
Duncan is the Chair of Ballance Agri-Nutrients and prior
Chair of the Fonterra Shareholder Council. His current
farming interests include a dairy farm operation, 2 equity
partnerships as well as a kiwifruit and forestry block. He also
founded Rural Business Solutions, a company providing farm
supervision and business advisory services.
Duncan draws from an extensive dairy background. Through
his tenure on the Fonterra Shareholder Council (including
4.5 years as Chair), he regularly interacted with the Board
of Directors, CEO and senior management team. He also
gained insight to scale commercial business operations,
and helped establish the Council’s strategic plan and
consolidation of members / functions.
Other key achievements on the Council include leading the
development of ‘purpose initiatives’ and broad stakeholder
engagement to drive change in the business. Duncan was
Chair of the Governance Development Committee (with
oversight of the Governance Development Programme).
He has strengthened his commercial co-operative
governance experience as an elected Director, and now
Chair, of Ballance (circa $1 billion revenue). Across all roles,
he has been directly involved in strategy development and
engagement with senior management teams. He has gained
‘hands-on experience’ in CEO succession processes through
both Ballance and the Fonterra Shareholder Council.
Duncan already draws from commercial governance
experience. If elected, he can continue deepening his
technology and innovation knowledge within the LIC context.
Duncan is a logical thinker and can effectively balance
focus between the short-and long-term impacts of decision-
making. He has demonstrated experience as both a Director
and Chair of large scale agribusiness organisations and
engaging with management. He is expected to enjoy
collaborative environments where he can help build
consensus.

18
Ken Hames
As a current Director I have
contributed effectively on
a wide range of issues and
I am re-standing as I can
offer a strong balance of
on-the-ground experience,
coupled with extensive
knowledge of LIC’s
operations, challenges
and opportunities.
Further, as we transition to a new Chair, it is important that
there is stability around the board table to ensure effective
governance.
Over the last 15 years I have gained a wide range of
governance experience in a variety of organisations and
kept up a steady programme of professional development
to build my skills and capability.
As a Board we have introduced the three commitments
which has been an effective way of holding management
to account for delivery on issues that are important to
shareholders. These include:
• Improving customer and stakeholder engagement
• Further investing in technology and platforms
which offer an improved farmer experience with
MINDA
• Driving genetic gain
• Investing strongly in R&D while delivering a well-run
business with a steady dividend stream
Dairying is a great business to be in, but it faces challenges
and opportunities with sustainability, profitability, animal
welfare and compliance. It’s important that LIC continues
to support farmers on these issues.
We need to focus on breeding highly efficient cows,
providing genetics that are linked to lower methane
emissions and improve reproductive performance.
Further we need to drive a strong dairy beef offering,
improve our sexed NRR and work with other cooperatives
and organisations to have seamless integration of data.

19
I have been farming for the last 35 years and together with
my business partner we own a 206 ha, 530 cow farm at
Wellsford, 50/50 sharemilk 1100 cows for iwi at Kaitaia and
I farm 400 ha of dairy beef as well.
I understand the issues you are facing and are committed
to ensuring our cooperative delivers for all shareholders.
Thank you for your support to date. It would be a privilege
to represent you on the LIC Board for another term.
Please feel free to contact me on 027 272 7234
Governance Experience
• Chair of Duke of Edinburgh Award (current)
• Chair Extension 350: A MPI, DNZ, B+L and Regional
council initiative to improve Northland’s pastoral
farming’s profitability, sustainability and wellbeing.
• Chair Auckland BFEA
• Director Northpower
• Director Northpower Fibre
• Director West Coast Energy (Australia)
• Northland Beef+Lamb Council
Qualifications/Training
• Bachelor of Agriculture
• Chartered Member IOD
• Fonterra Governance Development Programme
• Agmardt Scholarship FAME

20
LIC Director Election 2023
Candidate Profile & Rating

Ken Hames
Ken has completed one term on the LIC Board and is
standing for re-election. He has focused his governance
career in agribusiness and community-facing roles in the
Northland region and notes his ‘passion in supporting rural
NZ prosper’.
Ken’s current farming interests include a 206 ha cow farm,
sharemilking operation and a 400 ha dairy beef farm. He is
a prior member of the Beef and Lamb Northland Council,
prior Chair of Extension 350, and has been both a judge
and finalist in a number of farming awards.
At LIC he has gained exposure to CEO succession
planning, is building awareness of technology
developments in the agribusiness sector and has taken
part in study tours (including overseas). Over his tenure
on Northpower (Northland-owned electricity lines
company, $325m revenue) he strengthened his regulatory
governance experience. He was also a director of
Northpower Fibre during the organisation’s early stages.
Through these commercial governance roles, Ken
has been involved in regular strategy oversight and
engagement with senior management teams.
Ken was the Chair of Extension 350, a regional
development initiative aimed at raising the performance
and sustainability of Northland’s pastoral farming. In this
role he was responsible for engaging with a broad range
of stakeholders including farmers, Northland Regional
Council, DairyNZ, MPI and Beef + Lamb New Zealand.
Ken has focused his first term on learning more about
LIC’s business and operating context. If re-elected, he
can continue strengthening his strategic knowledge
on the role of technology in transformation and data
commercialisation.
Ken is an analytical thinker and is thorough in his meeting
preparation. He enjoys contributing to discussions and
notes his ongoing self-development around active
listening and collaborative engagement style.
Ken has a Bachelor of Agriculture. He has completed the
Fonterra Governance Development Programme and was
a recipient of the AGMARDT Scholarship for the Food
and Agribusiness Market Experience. He is a Chartered
Member of the Institute of Directors.

21
Matthew (Mat)
Hocken
My name is Mat Hocken,
and I am a 45-year-old
dairy farmer from the
Manawatu. I run a fourth-
generation family farm of
950 dairy cows and beef
across 450 hectares, along
with my family and a high-
performance team.
I bring hands-on farming experience and deep
understanding of the challenges and opportunities faced
by NZ farmers, with broad primary sector knowledge in
governance and commercial roles across agriculture,
technology, innovation and trade.
Current governance roles:
• Chair and/or Director of MyFarm investments in
kiwifruit, apples and vineyards.
• Chairman and co-founder of Rural Innovation Lab,
a farmer-led innovation program.
• Sustainable Food and Fibre Futures panel, large
agriculture focused innovation projects.
• Ministerial Strategic Advisory Group on Trade.
• Massey Business School Advisory Board.
Previous governance, industry and commercial roles:
• Associate Director NZ Rural Leadership Trust, 2017-
2019.
• Federated Farmers, Manawatu-Rangitikei, Dairy
Sector Chairman, 2014-2017.
• Senior Advisor, Government & Industry Relations,
EFIC 2009-2012 (Australia’s trade finance agency).
• Senior Consultant, Blueprint Partners, Brussels
2004-2009 (EU competition, technology, innovation
& trade).
I was awarded a Nuffield scholarship in 2017, during which
I focussed my global studies on innovation in agriculture.
I was awarded the Rabobank Emerging Leader award in
2019. I have a Law and Commerce Degree from Canterbury
University and a Master’s in politics from Cambridge
University UK.

22
If given the opportunity to serve as an LIC Director, I
would work hard to maintain and improve a strong LIC
business focussed on its core mission and delivering on the
following:
1.) Current challenges. The low milk price forecast
combined with cost inflation and high interest rates is
putting pressure on farmers. LIC must be proactive and
agile to help shareholders manage these challenges.
2.) Increase output with fewer inputs. NZ has some of the
most carbon efficient farmers in the world. LIC must
deliver productive, sustainable and carbon efficient
genetics that support farmers to provide consumers
with more food, from a smaller footprint.
3.) Innovation. LIC is well placed in genetics and herd
management in NZ. It must continue to innovate to
provide world-class services, and support farmers to
continue to innovate on farm.
4.) Information. Farmers increasingly require integration
of data to run farms productively and communicate
with stakeholders. LIC must develop and work with
others to capitalise on data intelligence and enable
farmers to improve productivity and efficiencies
through data capture, management and reporting
systems.
I would appreciate your support.

23
LIC Director Election 2023
Candidate Profile & Rating

Mat Hocken
Mat owns and operates Grassmere Dairy Farm, running 950
dairy cows and beef cattle over 450 ha. He is a co-founder
and Chair of the Rural Innovation Lab, a Nuffield Scholar
and has been the Federated Farmers
(Manawatu-Rangitikei) Dairy Sector Chairman.
Mat also draws from a broad international trade finance,
communication strategy and public / regulatory affairs
background. He notes his ‘desire to serve New Zealand
agriculture’ by taking on the LIC role.
Mat has governance experience as a Chair and Director of
general partner companies for MyFarm investments across
horticulture and property interests ($195 million in assets).
He co- founded the Rural Innovation Lab, an initiative
supporting farmers to better understand technology
opportunities and partner with innovation companies.
Mat has NZ agribusiness regulatory networks through
recent appointments to the Sustainable Food and Fibre
Futures fund and Ministerial Strategic Advisory Group on
Trade.
As a Senior Advisor at EFIC (Australia’s foreign affairs
and trade finance agency) Mat worked with exporters,
banks, insurers and government on transactions and
policy initiatives. He has also worked in the EU with clients
in competition, technology and trade policy, providing
advice in large scale (multi-million and multi-billion dollar)
commercial transactions.
LIC is of larger commercial scale than Mat’s other
governance roles, so if elected he would need to scale his
experience to LIC’s operational context. He is expected
to be ‘a quick study’ with a potential learning area around
sales and marketing in the digital space.
Mat is a logical and analytical thinker who effectively
balances short and long term focus in decision-making. He
is expected to be a confident contributor and enjoy meeting
environments where constructive challenge is used to build
towards consensus.
Mat has a Bachelor of Law, Bachelor of Commerce and
Master of Arts (Social Political Science). He has also been
admitted to the Bar as a barrister and solicitor in New
Zealand. He is a prior recipient of the Global Dairy Farmers
scholarship and Rabobank Emerging Leader Award.

24
Richard Luxton
I am a current Director of
Tatua Dairy co-op and
am Chair of the Tatua
Responsible Farming
committee. Previous
roles include being a
Director of corporate
farming businesses JD &
RD Wallace and Kotare
Ltd, Trustee of Meat the
Need, St Peters School
Foundation, Matamata Piako Three rivers trust. I
currently sit on the Owl Farm Demonstration farm
management committee.
I am a sixth generation dairy farmer, sharemilking 1,000
cows across two family farms which we own in Partnership
with my family.
I have held senior management and governance roles in
four separate corporate dairy farming businesses, with
exposure to farming systems and environments right
across the greater Waikato/ King Country and Canterbury
regions. Through these interactions I have also been
exposed to nearly all the major dairy milk processors.
I have completed the Fonterra Governance Development
program. I am a Kellogg Rural Leader and a DairyNZ
Dairy Environment Leader. I am a member of the Institute
of Directors (IOD) and recently completed the new IOD
Advanced Directors program.
I understand and appreciate the importance and value
good breeding and standardised data can bring to our
industry.
I have extensive dairy experience across the value
chain through my past, and current involvement in: farm
management, sharemilking, farm ownership, corporate
farm management, corporate farm governance as well as
dairy processor governance.
We are fortunate to have a co-operative with a strong
balance sheet, world leading genetics, data collection and
excellent management in place. Change is coming at us
fast – be it increasing farm operating and debt servicing
costs, environmental legislated change, or changes forced
on us by our consumers. LIC is well positioned to help its

25
farmers through the challenges we face now and those
that will come into the future.
LIC can help its farmers adapt to meet the needs of
a changing farming environment through a focus on
breeding cows that - have better conception rates to
help with profitability, produce less methane to help us
do our part for the environment and help solve the bobby
calf issues the industry faces with possible further dairy
beef solutions. LIC can also work to allow its shareholders
better integration with their third-party data (collars, milk
meters etc) into the MINDA platform.
I have experience in change management and have led
change in several organisations, including in standardising
data and introducing new software platforms through my
previous career in the supply chain and manufacturing
industries both in New Zealand and in Europe. I am a
strategic thinker with broad experience across the New
Zealand Dairy sector.
As a farmer owned Co-operative, I believe LIC needs a
Director close to head office who can be there in times of
urgency (i.e. pandemic). I am able to provide this as I live
20 minutes away from the Newstead head office.
If you would like to talk, please call, or text on
021 935 899, or email me on richard@luxton.co.nz
I respectfully request your vote in the LIC election this year.

26
LIC Director Election 2023
Candidate Profile & Rating

Richard Luxton
Richard has a significant depth of operational experience
through corporate farm management and the dairy value
chain. He is interested in the LIC role as a way to ‘support
farmers adapt to changes in the sector’.
Richard is the Director and owner of Aslan Farms, operating
1,000 mixed age cows and young stock across 2 dairy
farms. He is an elected director of Tatua Co-operative Dairy
Company (circa $450 million revenue) and a management
committee member of Owl Farm (a Lincoln University
demonstration farm).
Over his tenure at Tatua, Richard has been building his scale
commercial co-operative governance experience, been
involved in strategy oversight, and regularly engaged with
the senior management team. He is Chair of the Responsible
Farming sub-committee.
Richard has held senior roles and directorships in 4 large
corporate dairy farming businesses. He has been responsible
for annual budgeting and capital investments ($80 million
and over), change management, supply chains and logistics
and driving operational efficiency. Richard has actively
developed wide stakeholder networks across the Waikato,
King Country and Canterbury regions, built insight to a
range of farming systems and engaged with major dairy milk
processors.
His earlier career roles include Agribusiness Partner at
BNZ, Farm Operations Manager at MyFarm Investments
and Change Manager at British Gypsum. Richard is also a
previous Trustee of Meat the Need Charitable Trust.
If elected, Richard would focus on continuing to strengthen
his scale governance skillset. Potential learning areas include
applying his operational experience to the strategic context
required for LIC around technology commercialisation and
go-to-market plans.
Richard is a critical thinker and can balance focus between
short and long term outcomes. He is expected to be a
confident contributor to discussion and enjoy collegial
meeting environments where different views are welcomed.
Richard has a Bachelor of Commerce and Diploma in
Agribusiness. He has completed the Kellogg Rural Leadership
Programme and Fonterra Governance Development
Programme and is a Member of the Institute of Directors.

27
Capability
Duncan
Coull
Ken
Hames
Mat
Hocken
Richard
Luxton
In Focus Skill
Financial and
commercial
acumen
4444
Technology
and
innovation
3343
Foundational Skill
Governance
aptitude
5343
Agribusiness
sector and
systems
knowledge
5555
Business
operations at
scale
5434
Customer /
stakeholder
insight
4444
Marketing /
brand / sales
4333
Total (/35)30262726
LIC Director Election 2023 - North Island
Candidate Profile & Rating

Propero’s independent ratings against the
Board’s strategic skills matrix
1
Limited
2
Developing
3
Competent
4
Strong
5
Expert
Rating Key

28
Item 6 – Resolution 5: To elect one Director for the South
Island Region
Director Candidates South
Island in alphabetical order:
Tony Miles
It would be a privilege to
be an LIC Director that
represents New Zealand
farmers, the LIC customer
shareholders.
I am extremely proud to
be a New Zealand dairy
farmer living in Southland
with my wife Vicki and
our 2 children. We own
a 540 cow dairy farm and operate a large herd
50/50 sharemilking business with contract milkers
overseeing the day to day running of both properties.
Aside from being a dairy farmer for the past 20 years, I
am a Director of Agribusiness Performance Solutions, a
company in a joint venture with Agribusiness Consultants
Ltd, that provides business mentoring and coaching for
dairy businesses in Southland. As part of this role, I sit on
farm advisory boards for clients.
As a dairy farmer, a business coach and someone who
is passionate about the dairy industry, I am constantly
working to create better businesses every day. It is critical
that LIC continues to have a strong balance sheet, so the
company is well resourced to invest in new technology and
innovations to improve efficiencies and profitability in a
sustainable manner for our farmer shareholders.
Linking practical dairy experience with governance,
business experience, strategic thinking and a large
network of clients, mentors and contacts, provides me
with valuable insights that will add value to the Board,
bringing positive change, growth and opportunities for the
company.

29
As your farmer Director of LIC I will:
• Bring the voice of South Island farmers to the table
as I understand the opportunities and challenges
for farmers
• Confidently quiz, question and inspire management
to ensure LIC products and services are the best fit
for customer shareholders now and into the future
• Lead future thinking
• Bring diversity of age, thought, farming experience
and product knowledge
• Share my passion for dairy herd genetics
I have been a Trustee (2013-2020) and Chair (2017-2019) of
the Southern Dairy Development Trust. Through these roles
I developed relationships with DairyNZ, LIC and Fonterra,
as these companies are key supporters of the Southern
Dairy Hub.
I graduated from the University of Otago with a Master of
Business Administration. I hold a Diploma in Agribusiness
Management, I have completed the DairyNZ Governance
Development Programme, I am a member of the Institute
of Directors and currently a Trustee of St John’s Girls
School in Invercargill.
I respectfully request your support in this year’s election.

30
LIC Director Election 2023
Candidate Profile & Rating

Tony Miles
Tony draws from a Southland dairy sector background. He
notes his ‘passion for the dairy industry and herd genetics’
and sees the LIC role as an opportunity to represent
shareholder interests.
Tony is the Director and owner of Willowbank Farms, a
186 ha 540 cow dairy farm. He is also a Director of VAT
Farming, a 50/50 sharemilking operation.
He maintains broad Southland dairy farming stakeholder
connections through his role as a farm business coach at
Agribusiness Performance Solution. Tony sits on a number
of advisory boards for clients, advising on strategy and
turnaround plans.
Tony was the Chair (and prior trustee) of the Southern
Dairy Development Trust. He helped oversee the creation
of the Southern Dairy Hub, a 394 ha commercial scale
research dairy farm. In this role he also developed
relationships with DairyNZ, LIC and Fonterra as key
supporters of the Hub.
Tony’s other governance roles include co-Chair of the
Upper Aparima Catchment Group and Trustee of St Johns
Girls School.
LIC is of a larger scale and operational complexity than
Tony’s prior roles. If elected, he would focus on developing
his scale supply chain, executive team engagement and
data marketing skillsets to the required governance level.
Tony is a logical and considered thinker and is able
to balance focus between short and long term
considerations. He is expected to enjoy building
relationships and contributing to collaborative meeting
environments.
Tony has a Master of Business Administration and Diploma
in Agriculture. He has completed the DairyNZ Governance
Development Programme and is a Member of the Institute
of Directors.

31
Andrew Slater
My name is Andrew
Slater and I welcome
the opportunity to be
considered for the LIC
Board and organisation
driving innovation,
creating solutions and
adding value for its farmer
shareholders now and into
the future.
With my wife Hayley and our 3 teenage kids we run a 450
cow farm in the Selwyn district. After being brought up
in the beef industry, graduating from Lincoln in 2001 and
forging ahead in the sheep and beef industry, I was a late
addition to the dairy industry in 2008, quickly recognising
the significant opportunities the industry offered, we
embraced these and moved through the sharemilking
structure, adding an equity partnership before taking full
ownership of our current farm.
I am incredibly passionate about the dairy sector, I believe
we are highly skilled business people, running incredibly
complex operations facing unprecedented challenges
from both inside and out of the farm gate. The key to our
success, aside from passion, grit and determination is a
sector that shares our passion for success and tirelessly
innovates, adapts and advocates on our behalf. LIC being
one these companies.
The heart of LIC’s strategy is “Value for our farmer
shareholders”. A simple statement that needs to be at the
forefront of very discussion and decision around the Board
table. Supporting a sector that leads the world, LIC needs
to ensure it provides innovative products and services that
enhance our herds productivity while meeting increasing
regulatory and customer driven demands while delivering
information and technology to ensure our operational
decisions are not only environmentally sustainable, but
financially sustainable now and into the future.
Since 2021 I have Chaired the SIDE, (South Island Dairy
Event) Governance group after joining the Board in 2017.
This experience along with formal governance training
and the all-important roles on school Boards has given me
the drive, a solid base of skills and knowledge to want to
push forward into further governance roles.

32
I feel the strengths I bring (strategy, innovation, financial
management, maximising assets, building teams) and
success I have achieved through our business progression
compliment the current LIC Board. I have an appetite
to learn and a desire to be part of ensuring not only the
viability of our industry today, but that of generations to
come.
Thank you for your time and I look forward to bringing my
experience, knowledge and enthusiasm to LIC.

33
LIC Director Election 2023
Candidate Profile & Rating

Andrew Slater
Andrew is a career farmer. He notes his ‘passion for the
dairy sector’ and LIC’s role in supporting farmers through
industry change. He is also interested in this role to
continue developing his governance experience.
Andrew is the Managing Director of both Omana Dairies
and Omana Farms, a 120 ha, 450 cow farming operation.
He is also the Chair of the South Island Dairy Event (SIDE),
a forum for South Island dairy farmers.
Andrew is the governance group Chair of SIDE and has
overseen employment additions to continue strengthening
the organisation’s performance.
He has also been the Chair and prior member of the
Rakaia School Board of Trustees and a Board member of
Darfield High School.
He has managed the growth of his own business from
sharemilking to farm ownership where he oversees risk
management, H&S considerations and employment
relations.
If elected, this would be Andrew’s first large scale
governance role. It will take time to develop some
skills required for LIC’s commercial environment and
operational complexity including data commercialisation,
organisational management, executive engagement and
supply chain concerns ‘beyond the farm gate’.
Andrew is an analytical thinker. He is expected to be a
confident contributor and enjoy collaborative meeting
environments.
Andrew has a Bachelor of Commerce (Agriculture) and
has completed the Rural Governance Development
Programme (run by Business Torque). He is also a Member
of the Institute of Directors.

34
Victoria Trayner
I am a proud 5th
generation dairy farmer. I
farm in Oxford, Canterbury
with my husband. We are
raising our three daughters
to be future caretakers of
our land and land in New
Zealand.
I have relevant corporate experience that would add value
to the LIC Board. I have gained significant governance
exposure in a variety of senior positions across the farming
sectors. I have a strong alignment to co-operative values
and a focus on intergenerational principles.
The structure and performance of the dairy industry in
New Zealand has changed significantly over the last few
years and has been heavily influenced by government
policy.
Looking ahead, there are numerous challenges facing the
sector. These challenges include:
• Changing technologies and data collaboration
• International economic ramifications of COVID-19
• Community expectations for the environment and
• Consumer tastes, with the competitiveness of new
artificial products like synthetic milk as yet unknown
What adds value to a company and to the economy, is
growing revenue more quickly than costs are increasing.
Shareholders are facing this in their own business and
I see LIC has an important role to continue to expand
its production frontier. I am really excited about the
possibilities LIC has to add value to the value chain for its,
farmers, shareholders, customers and stakeholders now
and into the future.
My Directorship Experience:
• Waimakariri Irrigation Limited (WIL) for 5 years.
WIL is a co-operative that operates and manages
a run-of-river scheme to deliver water to its 200
shareholders. As one of three farmer-directors
on this board, I advocate for farmers to be at the
centre of WIL’s strategy.

35
• Alliance Group Associate Director 2021-2022
• Canterbury Plan Change 7 Sector Group
• Waimakariri Landcare Trust (Next Generation
Farmers Trust)
• Fonterra Governance Programme 2020 (recipient
of the Ian Elliot’s’ memorial scholarship, from Trinity
Lands)
I hold a Master Business Administration, Bachelor of
Agriculture, Graduate Diploma of Teaching and Learning,
and Bachelor of Fine Arts. I am a member of Federated
Farmers and the Institute of Directors.
I am a descendant of Waitaha Kati Mamoe Ngāi Tahu
ngā iwi. I have a strong affiliation to my land as my family
did before me. The knowledge of my land and farming is
comprehensive across the different primary sectors from
both a farm gate and corporate perspective.
While establishing my career in the dairy industry I have
also been a Lecturer in Agribusiness and Production
Management for the Primary ITO. I am actively involved
in my family’s extended enterprise of two large pig farms,
angus beef stud, additional dairy farms and dairy support
farming unit.
I have an independent and inquiring mind, I ask
challenging questions respectfully, listen and make
decisions taking a long-term view. It is important to me to
leave the agriculture industry in a strong position to pass
onto the next generation.

36
LIC Director Election 2023
Candidate Profile & Rating

Victoria Trayner
Victoria draws from a broad agribusiness and education
background, and is motivated for the LIC role as
an opportunity to ‘give back’ through shareholder
representation. She notes her close alignment to the
co-operative values and focus on intergenerational value.
Her primary sector experience is drawn from her own and
family farming enterprises, including dairy farms, pig farms,
Angus beef stud and dairy bull run-off. She has also been a
tutor in agribusiness and production management through
AgriLearn.
Victoria is a director of Waimakariri Irrigation Limited, which
operates and manages a run-of- river scheme to deliver
water to 200 shareholders. She has overseen CAPEX, risk
management, financial reporting, and H&S. She has led
a digital strategy review and shareholder engagement
strategy and been involved in responding to environmental
regulatory changes.
As Chair of the Primary Sector PC7 Committee, she has
engaged with stakeholders including DairyNZ, B+LNZ,
Ballance and Fonterra, and helped implement a full water
quality data collection plan.
Victoria has completed a 1-year term as Alliance’s first
associate Director, gaining exposure to large-scale
commercial co-operative governance. She strengthened
her awareness of go-to- market strategies, consumer and
supply chain models, international markets and exposure to
automation efficiency. A descendant of Waitaha and Ngā
ti Mā moe (both represented by Ngā i Tahu), Victoria has
strong whakapapa connections and understanding of te ao
Mā ori.
If elected, Victoria would focus on scaling her current
governance experience to match LIC’s size and commercial
complexity. This may involve strengthening her knowledge
around branding and sales.
A critical thinker, Victoria is expected to bring a careful
and systematic decision-making style. She will likely be a
confident contributor in environments with high respect and
collegiality.
Victoria has a Master of Business Administration, Bachelor
of Agriculture, Graduate Diploma of Teaching and Learning,
and Bachelor of Fine Arts. She is a member of Federated
Farmers and the Institute of Directors. She has completed
the Fonterra Governance Development Programme.

37
CapabilityTony Miles
Andrew
Slater
Victoria
Trayner
In Focus Skill
Financial and
commercial
acumen
333
Technology and
innovation
333
Foundational Skill
Governance
aptitude
334
Agribusiness
sector and
systems
knowledge
444
Business
operations at
scale
323
Customer /
stakeholder
insight
434
Marketing / brand
/ sales
323
Total (/35)232024
LIC Director Election 2023 - South
Island Candidate Profile & Rating
Propero’s independent ratings against the
Board’s strategic skills matrix
1
Limited
2
Developing
3
Competent
4
Strong
5
Expert
Rating Key

38
Item 7 – Resolution 6: Ratify the re-appointment of
Sophie Haslem as an Appointed Director
PERSONAL DETAILS
Mobile: +64 21 496 575
Email: sophie.haslem@gmail.com
LinkedIn: http://nz.linkedin.com/in/sophiehaslem
KEY SKILLS
Over twenty-five years of broad commercial experience
working across both large established corporate entities
and earlier stage growth companies. Over a decade
of governance experience including multiple Audit &
Risk Chair and Board Chair roles. Experience across the
following areas:
• Balance Sheet – capital raising (wholesale &
retail), debt instruments, FX/IRRM, leasing,
share-buyback, extensive M&A, insurance claims,
investment analysis
• Financial – audit & risk, US entity establishment,
significant opex/capex assessment, cash flow/
liquidity management, transfer pricing, forecasting
and valuations
• Technology – Cyber governance, major
ERP projects, SaaS models, digital product
development, digital transformation
• Strategy – strategy development, KPI
development, balanced scorecards, post-
merger integration, corporate venturing, design-
thinking methodologies, customer segmentation,
SOPHIE HASLEM
GOVERNANCE RESUME

39
sustainability and impact strategy & reporting
• Operational – FMA compliance, wholesale
pricing, economic cost-modelling, network
economics, union negotiations, subsidiary and
joint-venture governance, CEO and senior
management recruitment, re-structuring, global
distributor management, disaster recovery/crisis
management.
Diverse industry exposure: logistics, banking,
infrastructure, hi-tech manufacture/export, digital
products, ICT, direct marketing, registries, BPO, insurance,
dairy and commercial property.
Chartered Member of the New Zealand Institute of
Directors.
DIRECTORSHIP EXPERIENCE
Current
• Kordia Group Limited. Mission critical ICT network
infrastructure and cyber security. $140m Revenue
and $170m assets. (May 2017). Chair.
• Rangatira Limited – NZ Private Equity Company
with over $240 million of assets (April 2013). Chair
Audit Committee.
• CentrePort Limited – Wellington’s full-service port.
$430m Assets and $80m revenue (February 2016).
Deputy Chair & Chair Audit & Risk Committees.
• Livestock Improvement Corporation – (NZX:LIC)
Herd improvement and agri-technology co-
operative c.$240m revenue and $300m assets.
(December 2018). Chair Audit, Finance and Risk
Committee.
• Ngāi Tahi Holdings Corporation - Ngāi Tahu iwi’s
investment company managing over $2 billion in
tribal assets including extensive direct holdings
alongside listed and third party mandates.
(January 2022)
• Payments NZ Limited – Governance of NZ’s core
payment systems. $6 trillion transactions annually.
(March 2022) Chair Audit & Rem Committees.
Previous
• Meteorological Service of NZ Limited – Weather
forecasting and communication. $45m Assets and
$65m revenue. (2015-2023). Chair.
• Oyster Property Group Limited - Oyster manages
property assets of NZ$1.9B over 20 property funds.
(2018-2022). Chair Audit & Risk Committee.

40
• The Akina Foundation – Leader in developing
impact enterprise and impact measurement in
NZ. (2014-2020). Chair. Included formation of the
Impact Enterprise Fund.
• Magritek Limited – High growth advanced tech-
company who design, manufacture & export
NMR products globally. (2013-2019). Chair Audit
Committee.
• Rainbow’s End Limited – $20m Assets and 400,000
visitors p.a. (2014-2019).
• Reachmedia New Zealand Limited – NZ’s largest
catalogue distributor company (2011-2014)
• Localist Limited – Digital/mobile marketing
solutions company (2010-2014)
• ECN Group Limited – B2B integration/Supply-chain
visibility SaaS company (2010-2011)
• Airpost Limited – Owner/Operator of NZP’s Aircraft
fleet (2010-2012)
PREVIOUS EXECUTIVE EXPERIENCE
• Head of Commercial & Investment – New Zealand
Post Limited (2010-2014)
• Strategy & Performance Executive - New Zealand
Post Limited (2007-2010)
• Strategy & Investments Manager – The ECN Group
Limited (2004-2007)
• New Ventures Executive – New Zealand Post
Limited (2001-2003)
• Senior Manager Strategic Advisory Services – Cap
Gemini Ernst & Young NZ (1999-2001)
• Senior Analyst – ANZ Investment Bank Global
Structured Finance (VIC, Australia) (1999)
• Relationship Associate – Citibank NA Global
Corporate Finance (VIC, Australia) (1996-1999)
• Policy Advisor – Department of Treasury & Finance
(VIC, Australia) (1995-1996)
PROFESSIONAL QUALIFICATIONS
• Bachelor of Commerce - Melbourne University,
Australia (1993).
• Post-Graduate Diploma in Management -
Melbourne University, Australia (1994).

41
FURTHER PROFESSIONAL TRAINING
• Garter AI Conference 2023
• Privacy Act 2020 Training – Simpson Grierson 2021
• Health & Safety Leadership & Governance – IMPAC
2020
• Cyberwise Training Aura Security 2019
• Te Tiriti o Waitangi and Maori competency training
2018
• NZ IOD Leadership Conference 2017,2018 & 2021
• Audit & Risk Committees NZ IOD 2016
• Health & Safety Regulations - Sheiff Angland
Lawyers 2015
• Re-structuring Training NZMEA 2015
• NZIOD Company Directors Course 2013
• RogenSi Facilitation Skills Training 2009
• New Zealand Institute of Directors 2002 – Mergers
& Acquisitions
• New Zealand Institute of Chartered Accountants
2002 – Corporate Governance
• Cap Gemini Ernst & Young 2000 – Strategy Tools &
Resource Training
• Ernst & Young 1999 – Process Re-engineering
Training
• Ernst & Young 1999 – Advanced Project
Management
• Citibank NA 1998 – Core Risk Management (4 week
intensive held in Taiwan)
• Citibank NA 1997 – Treasury Risk Management (1
week intensive)
• Australian Securities Institute 1995 – Financial
Economics
Sophie Haslem continues to be considered as an
Appointed Director.

42
Item 8 – Resolution 7: To elect two members of the
Shareholder Reference Group for the Lower North
Territory
SRG Lower North Island in
alphabetical order:
Shaun Baxter
Born and raised on a dairy
farm in Taranaki, I have
always had a strong
connection to dairy farming.
I obtained a Bachelor of
Applied Science at Massey
University in 1999. After
completing an OE, my wife
Anna and I have progressed
from Sharemilking to now
owning and operating a 144ha
dairy farm in Dannevirke milking 300 cows OAD with our
three children, Harry (15), Alice (13) and George (10).
I am passionate about dairy farming, my herd and have a
very keen interest in breeding high value genetics. I enjoy
working closely with the LIC Bull Acquisition team to breed
dams that will not only produce well for us, but also provide
genetically superior sires for LIC.
I’m really interested in LIC’s commitment to Research and
Development as I see it being a vital investment for the
co-op to ensure a sustainable future for our industry.
I want to be an advocate for my region as a member of the
Shareholders Reference Group to help share LIC’s direction
and to facilitate the farmer shareholders voice.

43
Mark Hooper
I have been a Taranaki/
Lower North Island
representative on the
LIC Shareholder Council
and now Shareholder
Reference Group since
2018. I have been Deputy
Chair of SRG since
October 2021 and am
seeking your support for
re-election for a final 2
year term. If successfully re-elected I will be standing
for the position of Chair of the Reference Group.
The SRG has successfully transitioned from the former
Shareholder Council over the past 2 years and has
now a much sharper focus on achieving its purpose of;
promoting the interests of shareholders; and assisting
the Co-operative to deliver on its purpose and vision. I
appreciated the input and effort of former Council leaders
who led and enabled this transition and look forward to the
opportunity to help the SRG achieve more of its potential
over the next 2 years as we seek wider engagement with
shareholders and continue to develop robust working
relationships with Board and Management.
LIC has developed into a strong performing company
over recent years, driving both genetic improvement and
advancements in technology, but it is still a Farmer owned
Co-operative that needs to balance the tension between
shareholder concerns and corporate responsibility. SRG
remains a critical link in helping ensure this Co-operative
balance is found and encourage the company to operate
in an open and transparent manner that develops the
trust and confidence of shareholders.
These are lofty goals but sit at the heart of the SRG
functions in ensuring Co-operative values are promoted
and upheld.
Personally, I continue to balance the roles of managing
our 320 cow dairy farm in North Taranaki along with the
family responsibilities that come from three teenage
daughters at home and also my position on the Federated
Farmers National Board. It’s quite a balancing act at
times, but with an additional staff member on farm and
a significant portion of the off-farm work done remotely
it makes it all manageable. From 2020-2022 I was on
the Federated Farmers National Dairy Exec and now

44
on the National Board with a range of quite different
portfolios but generally have found the Fed Farmers role
to be complimentary with SRG, they are both primarily
representative roles and function through good levels of
engagement with the wider Farming community, which
I enjoy and as such look forward to the opportunity to
continue to serve the farming community through these
respective roles in the coming years.
Thank you for your support.
Thomas Read
My name is Thomas Read.
I have been married
to my wife Jennifer for
ten years, and we have
three children aged 3,
5 & 7. We are owner-
operators of three farms
in Dannevirke, totalling
1050 cows over 460ha.
I have wanted to be a dairy farmer since I was young. I love
the opportunities available within the agriculture sector;
there are prospects for fast progression and rewards for
those who work for it. I watched my parents move into the
dairy industry when I was young, and grew up watching
the fight for the continuation of co-operatives across
New Zealand. I see the daily struggles of running a small
business, while aiming to remain profitable along with
living a balanced lifestyle spending quality time with family.
I see hard work when I look at the agriculture industry, but
I also see great rewards and benefits for those who are
willing to strive for it. I believe I am one of those farmers
who endeavours for more.
Through the various roles I hold in the community, and my
connections with other dairy farmers, I believe I can be a
valuable asset to the LIC co-operative and the Reference
Group. I see LIC as a cornerstone of our industry, and
part of the reason why I want to be part of the Reference
Group is to continue to strengthen this business, moving it
forward into the future.
Thank you for your consideration.

45
Item 9 – Resolution 8: Re-election of Ian Brown to the
Honoraria Committee
Ian Brown
I have been actively involved
in the dairy industry for over
30 years. In partnership
with my wife Karyn we have
followed the path from wage
working, sharemilking to our
current position farming our
own property in Tokoroa,
South Waikato. We have used
LIC services since purchasing
our first herd in 1985.
During this time I have taken an active interest in industry
issues. This has involved 11 years as representing the
South Waikato on the Fonterra Shareholders Council,
serving as Chairman for three years (2012-15). This role
involved my participation in a variety of working groups
and committees. I have also been involved in wider
industry activities, organising and judging Sharemilker of
the Year Competition and committee member of South
Waikato Dairy Push Initiative.
I currently represent DairyNZ on the Ospri Stakeholders
Council and as a member of the DairyNZ Farmer Audit
panel.
Outside the industry I am interested in cycling, currently
a member of Forestland Wheelers Cycling Club Inc, and
President of the Waikato Cycling Centre.
I have completed a Graduate Diploma in Rural Studies
(Distinction 2006) and Kellogg Rural Leadership Course
2007.
I am re-standing for the position because I believe I can
make a positive contribution to LIC Honoraria Committee.
I have been part of the Honoraria Committee since June
2017 and Chair since February 2020.

46
Gordon Glentworth
I am seeking approval from
LIC Shareholders to re-
stand for a position on the
LIC Honoraria Committee.
I am a hands on
dairy farmer milking
approximately 270 cows
with my son Jonathan,
near Kapunga, Taranaki.
Item 10 – Resolution 9: Re-election of Gordon Glentworth
to the Honoraria Committee
My previous experience with LIC has been: elected to the
Taranaki LIA Board in 1988 and was Vice Chairman at the
time of the merger of the six Regional Boards that formed
LIC. Since that time I have been a member of the former
LIC Shareholder Council until December 2020.
My experience outside LIC includes being elected to
the NZ Ayrshire Association Board in 1989 and ongoing.
During this time I have completed two terms as President.
I was asked to go onto their AB Committee in 1991 and I
am currently the Chair of that Committee. In 2000 I was
elected to the World Ayrshire Federation, a position I held
until 2020, during that time I completed a four year term as
World President.
I am currently a member of the Eltham District Veterinary
Service Board and have been since 1992. I am also the
current National Chairman of the NZ Vet Club Association.
It is with this experience that I am well aware of the
commitment required to fulfil positions within various
organisations and with this in mind, I seek the opportunity
to assist in the LIC Honoraria Committee deliberations,
ensuring that an honest and fair remuneration is achieved
for the various positions within the LIC Board and the
Shareholder Reference Group.
I thank you in anticipation of your support.

47
Item 11 - Resolutions 10-12: To amend LIC’s Constitution
to reflect certain proposed Constitutional Changes
Proposed Constitutional
Changes
Background
In recent years, LIC has presented Shareholders with a
number of changes to the governance of the Company
and in 2020 asked Shareholders to approve the outcomes
of a comprehensive review of its governance and
representation structures and processes (Governance
Review). The Governance Review was led by a working
group of Directors and Shareholder Councillors (now
superseded by the Shareholder Reference Group), which
made a number of recommendations including replacing
the then 21-member Shareholder Council with the smaller,
more focused 12-member Shareholder Reference Group. It
also proposed a smaller Board, equal numbers of Directors
across the North and South Islands and streamlined
elections so that all elections are now held at the
Company’s Annual Meeting.
Following the Governance Review, the Company adopted
a revised Constitution in 2020 in order to give effect to
and support the relevant governance changes. It has
been nearly three years since the Governance Review and
associated changes to the Constitution were implemented,
and as part of its ongoing focus on improving the running
of the co-operative and optimising the time spent by
the Board on LIC matters, LIC has identified a number of
process improvements and changes that it believes would
benefit the Company and its Shareholders.
Accordingly, the Company is seeking Shareholder approval
to put into effect the Constitutional Changes described in
the table at Schedule 1 to this Notice of Meeting, and as
set out in the proposed form of Constitution available at
www.lic.co.nz/annualmeeting. The Constitutional Changes
being put to Shareholders for their approval in this Notice
of Meeting are not considered to be significant. However,
LIC has provided commentary in the table in Schedule 1 to
explain the main Constitutional Changes.
The Constitutional Changes can broadly be summarised
as follows:
(a) delegations of certain authorities from the Board
to the management team relating to shares held in
contravention of the Constitution (i.e., Prohibited
Shares (shares held on behalf of ineligible persons),
Excess Shares (shares held in excess of the “Maximum

48
Shareholding”) and Restricted Securities (securities
conferring voting rights on a person in excess of 1%
of the total voting rights in the Company) in order
to streamline the enforcement process and reduce
administrative burden;
(b) the inclusion of corresponding obligations on
contravening Shareholders to take remedial actions
in relation to certain contravening share parcels
referenced in paragraph (a) above to align with
the existing enforcement rights of the Company,
as well as amendments and additions to those
same sections to ensure consistency between
the regimes. The proposed changes also include
updates to the eligibility, appointment, and election
requirements as they relate to the Board, Shareholder
Reference Group and Honoraria Committee to ensure
consistency of treatment of the members of the
Board, Shareholder Reference Group and Honoraria
Committee; and
(c) certain other definitional updates, administrative
improvements, and tidy-ups, including the removal
of certain transitional references that are no longer
relevant.
Please see the table in schedule 1 for more detailed
commentary on the changes.
NZX Waivers, Rulings and
Non-Standard Designation

LIC was granted a number of waivers from and Rulings
under the NZX Listing Rules on 1 July 2019 and 1 October
2020. In connection with the Constitutional Changes
contemplated by this Notice of Meeting, LIC has received
confirmation from NZX that these existing waivers will
not be affected by, and will continue to apply in light
of, the Constitutional Changes. LIC and NZX have also
taken this opportunity to re-document all active waivers,
approval and Rulings that LIC is relying upon into a single
decision for ease of shareholder reference, and make
other consequential changes, including updating the
waiver decision to reflect the latest changes to the NZX
Listing Rules dated 1 April 2023. The re-documented waiver
decision will take effect once shareholder approval of
the Constitutional Changes has been granted, and the
Constitutional Changes have been adopted. A copy of the
updated waiver decision is available:
https://www.lic.co.nz/shareholders/shareholder-schemes-
and-forms/

49
Format of the Meeting
The 2023 Annual Meeting will be a hybrid meeting. An
in-person meeting will be held at the Hotel Ashburton,
11/35 Racecourse Road, Allenton, Ashburton, 7700,
commencing at 5.00pm and will also be available to
all Shareholders to attend and participate online from
anywhere in the country through the LIC website at
www.lic.co.nz/annualmeeting.
Shareholders will be able to vote electronically, by post, or
by appointing a proxy.
How to Cast a Vote

Shareholders can vote in one of the following ways:
1) Electronic voting
2) Postal voting
3) Appoint a LIC Director or Shareholder Reference
Group member, or another person, as your proxy
4) Voting at the Annual Meeting
Shareholders are encouraged to vote either electronically
(via LIC’s website), by post or by appointing a proxy.
Advanced electronic voting closes at 5.00pm on Tuesday
10 October 2023 but Shareholders who attend the annual
meeting, either in person or online, will be able to cast their
vote at the meeting if they have not already done so.
Each method of voting and the way to use the Voting Form
enclosed with this document are explained in detail below.
Please choose only one voting option.
Detailed instructions on each method of voting and how to
vote are included within the Voting Form.
Full details on how to return your Voting Form to Link
Market Services Limited are available at the end of this
section.
Any Director or Shareholder Reference Group member of
LIC who is appointed as a proxy and is given discretion as
to how to vote will vote in what he or she believes to be the
best interests of LIC. A proxy need not be a Shareholder of
LIC.
You may appoint the Chair of the Board to be your proxy,
but a proxy is not entitled to exercise more than 1% of

50
the maximum number of votes that may be exercised
at a meeting of the Company. Accordingly, if the Chair
is named as proxy by you and by a number of other
Shareholders, then they may not be able to cast your
votes. Therefore, it is preferable to nominate a proxy from
your Region or Territory.
If you wish to appoint a proxy to vote in your absence,
the proxy appointment section of the Voting Form must
be completed, signed and received by Link Market
Services Limited no later than 5.00pm on Tuesday
10 October 2023. If you are using postal voting or
appointing a proxy, return your Voting Form to Link
Market Services in any of the following ways:
If you are using postal voting or appointing a proxy, return
your Voting Form to Link Market Services in any of the
following ways:
• Mail to Link Market Services Limited, PO Box 91976,
Auckland 1142
• Deliver to Link Market Services Limited, Level 30, PwC
Tower, 15 Customs Street West, Auckland 1010
• Scan and email to meetings@linkmarketservices.com
(please put the words “LIC Annual Meeting” in the
subject line for easy identification).
If you are not attending and voting at the Annual
Meeting, your advance electronic vote must be cast
or your Voting Form must be received by Link Market
Services Limited no later than 5.00pm on Tuesday 10
October 2023 to be valid.
The Board has appointed Melanie Tonkin as the Returning
Officer. She has authorised Link Market Services Limited to
receive, record and count all postal votes, electronic votes
and proxy votes.
If you have any questions regarding the voting, please
contact the Election Helpline on 09 375 5998
Please Note:
a. Please choose only one voting option.
b. Multiple herd owners need to vote on each Voting
Paper received individually.

51
Voting restrictions
There is a 1% voting cap which applies to all LIC
Shareholders pursuant to the Dairy Industry Restructuring
Act 2001 and LIC’s Constitution. The 1% voting cap is
calculated based on the number of votes that may be
exercised at this meeting (and so excludes treasury stock
and other restricted securities).
Any Shareholder who holds more than 1% of LIC’s Shares
on issue will be limited in their ability to vote to the
equivalent of 1% of the votes cast on the resolution. Where
a particular Shareholder has multiple holdings across
different entities or debtor codes, restrictions will apply to
all affected voting securities on a pro-rata basis.
Under NZX Listing Rule 6.3.1, the Directors and their
Associated Persons are disqualified from voting on
Resolution 1. This extends to a Director who has been
appointed with a discretionary proxy. A Director is only
entitled to exercise a proxy for this Resolution where the
Shareholder has provided that Director with an express
instruction setting out how to exercise that Shareholder’s
vote and for the avoidance of doubt the Director shall not
be entitled to vote on motions raised during the course
of the Annual Meeting (i.e., resolutions other than those
contemplated by this notice of meeting).

52
Disclosure of
financial assistance
as required under
the Companies Act
1993
LIC’s Board has approved the provision of financial
assistance in relation to three schemes that are available
to eligible LIC Shareholders and/or employees.
These are:
(a) LIC Employee Share Scheme;
(b) LIC Voluntary Investment Scheme; and
(c) LIC Dividend Reinvestment Plan.
Details relating to how much financial assistance LIC
intends to provide and the relevant considerations by the
Board are set out below. The Directors who voted in favour
of this resolution have signed certificates in accordance
with sections 77(2) and 78(3) of the Companies Act 1993.
LIC Employee Share Scheme
LIC will provide financial assistance to those employees
who elect to participate in the LIC Employee Share Scheme
(Employee Scheme) which from 1 April 2011 has been
managed by Craigs Investment Partners Ltd (Craigs) with
Custodial Services Ltd acting as custodian (Custodian).
LIC proposes to pay Craigs and the Custodian’s fees and
expenses (including brokerage). The amount of the Craigs
fee will depend on how many employees participate in the
Employee Scheme and the level of their contribution. An
estimate of the net amount of the financial assistance is
$22,000.
The Board resolved on 19 July 2023 that LIC should provide
the financial assistance referred to above (Employee
Scheme Assistance) for the period of twelve months
commencing 10 working days after the date of sending
this disclosure to Shareholders, and that the giving of the
Employee Scheme Assistance is in the best interests of

53
LIC and is of benefit to Shareholders not receiving that
financial assistance; and that the terms and conditions
under which the Employee Scheme Assistance is given are
fair and reasonable to LIC and to the Shareholders not
receiving that financial assistance.
The grounds for the Board’s conclusions are as follows.

(a) The Employee Scheme is a valuable addition to the
benefits available to the employees of LIC and will
assist in retaining them as valuable staff.
(b) The Employee Scheme is a method of aligning the
interests of employees with the interests of
Shareholders and is an effective means of
motivating future performance of the employees
(c) Shareholders will not be diluted or otherwise
disadvantaged as no new Shares are being
issued under the Employee Scheme.
(d) The additional Shares will be purchased through
Craigs at the market price.
(e) The Employee Scheme will enhance the liquidity in
the market for the LIC Shares, providing a more
liquid market for Shareholders wishing to trade in
LIC Shares.
(f) The amount of financial assistance is minimal in
comparison to the benefits arising out of the
Employee Scheme for Shareholders and LIC.
LIC Voluntary Investment Scheme
LIC will provide financial assistance to those directors and
senior managers who are eligible and elect to participate
in the Voluntary Investment Scheme (Investment Scheme)
by agreeing to pay to The New Zealand Guardian Trust
Company Limited (Guardian Trust) as the Approved
Holding Entity the annual services fee and other fees,
brokerage costs, and commission incurred for the
purposes of the Investment Scheme. Craigs has been
appointed as the Broker to purchase the Shares on the
NZX market for the purposes of the Investment Scheme,
and the money paid by LIC to Guardian Trust as Approved
Holding Entity will include any fees, brokerage and
commission costs of Craigs.
LIC is required to make disclosure to all Shareholders in
respect of this proposed financial assistance. The exact
amount of the net costs depends upon the extent to which

54
eligible directors and senior managers participate in the
Investment Scheme. However, an estimate of the net
amount of financial assistance in the next 12 months is
$11,000.
The Board resolved on 19 July 2023 that LIC should
provide the financial assistance referred to above (VIS
Assistance) for the period of twelve months commencing
10 working days after the date of sending this disclosure to
Shareholders, and that the giving of the VIS Assistance is
in the best interests of LIC and is a benefit to Shareholders
not receiving that financial assistance; and that the terms
and conditions under which the VIS Assistance is given are
fair and reasonable to LIC and to the Shareholders not
receiving that financial assistance.
The grounds for the Board’s conclusions are:
(a) The VIS Assistance enables LIC to provide eligible
directors and senior managers a means of
acquiring additional Shares in LIC through a fixed
trading plan given the risk they will often be
information insiders and without incurring
transaction costs which they would otherwise incur.
(b) The additional Shares will be acquired by Craigs
either through on-market transactions or the
issue of Shares by LIC from Treasury Stock.
Participating directors and senior managers will
pay the average NZX market price paid by Craigs
on market for those Shares.
(c) Participating directors and senior managers will
pay a uniform price in relation to a season.
(d) The Investment Scheme will enhance the liquidity
in the market for the Shares, providing a more
liquid market for both participating directors and
senior managers and non-participating
Shareholders wishing to trade in LIC Shares.
(e) The Investment Scheme enables LIC to offer
eligible directors and senior managers a
mechanism to invest in Shares without resulting in
unnecessary new capital being raised through the
issue of new Shares.
(f) The amount of financial assistance is minimal in
comparison to the benefits arising out of the
Investment Scheme for participating directors and
senior managers, non-participating Shareholders
and LIC.

55
LIC Dividend Reinvestment Plan
LIC will provide financial assistance to those Shareholders
who elect to participate in the Dividend Reinvestment
Plan (Dividend Plan) by agreeing to pay to Guardian
Trust as the Approved Holding Entity the services and
administration fees and brokerage and commission costs
incurred for the purposes of the Dividend Plan. Craigs
has been appointed as the Broker to purchase the Shares
on the NZX market for the purposes of the Dividend
Plan, and the money paid by LIC to Guardian Trust as
Approved Holding Entity will include the administration fee,
brokerage and commission costs of Craigs. The amount
of the financial assistance will depend upon the extent
to which Shareholders participate in the Dividend Plan.
An estimate of the amount of the financial assistance is
$15,000.
The Board resolved on 19 July 2023 that LIC should provide
the financial assistance referred to above (Dividend
Plan Financial Assistance), for the period of 12 months
commencing 10 working days after sending this disclosure
to Shareholders, and that the giving of the Dividend Plan
Financial Assistance is in the best interests of LIC and
is of benefit to Shareholders not receiving that financial
assistance; and that the terms and conditions under which
the Dividend Plan Financial Assistance is given are fair and
reasonable to LIC and to the Shareholders not receiving
that financial assistance.
The grounds for the Board’s conclusions are:
(a) The Dividend Plan Financial Assistance enables
LIC to provide Shareholders with an efficient
means of acquiring additional Shares in LIC
without incurring transaction costs which they
would otherwise incur.
(b) The Dividend Plan Financial Assistance is available
to all eligible Shareholders, giving equal
opportunity to participate in the benefits of the
Dividend Plan.
(c) The additional Shares will be acquired by Craigs
either through on-market transactions or the issue
of Shares by LIC from Treasury Stock.
(d) Shareholders who do not participate will not be
diluted or otherwise disadvantaged as no new
Shares are being issued under the Dividend Plan.

56
Glossary
Annual Meeting means the 2023 annual meeting of
Shareholders to be held in person at the Hotel Ashburton,
11/35 Racecourse Road, Allenton, Ashburton 7700 and
online at www.lic.co.nz/annualmeeting
Appointed Directors means directors appointed by the
Board of LIC pursuant to the Constitution or the amended
Constitution as appropriate.
Board means the Directors numbering not less than the
required quorum acting together as a board of Directors.
Business Day has the meaning given to ‘Working Day’ in
the Companies Act.
Companies Act means Companies Act 1993.
Company or LIC means Livestock Improvement
Corporation Limited.
Constitution means the Constitution of LIC.
(e) Participating Shareholders will pay no greater than
the higher of:
(i) the volume-weighted average price of shares
trading on the NZX Market during the 20
Business Days prior to the date that the Board
determines to issue Shares from treasury stock;
and
(ii) the average price paid by Craigs on behalf of
Participants for on-market acquisitions.
(f) The Dividend Plan will enhance the liquidity in the
market for the Shares, providing a more liquid
market for both participating and
non-participating Shareholders wishing to trade in
LIC Shares.
(g) The Dividend Plan enables LIC to offer
shareholders a mechanism to reinvest dividends in
shares without resulting in unnecessary new
capital being raised through the issue of new
shares.
(h) The amount of Dividend Plan Financial Assistance
is minimal in comparison to the benefits arising out
of the Dividend Plan for Shareholders and LIC.

57
Constitutional Changes means the amendments to the
Constitution as outlined in the summary of Constitutional
Changes in Schedule 1, together with such other changes
that are consequential, necessary or desirable to give
effect to such changes. The Constitutional Changes are
detailed in the mark-up of the Constitution available at
www.lic.co.nz/annualmeeting
Directors means the Directors for the time being of the
Company.
Elected Directors means directors elected by
Shareholders pursuant to the Constitution or the amended
Constitution as appropriate.
Listing Rules means the NZX Listing Rules, dated 1 April
2023, which relate to the NZX Main Board as amended
from time to time, and may be a reference to a particular
Rule or Rules as specified.
NZ RegCo means NZX Regulation Limited.
NZX means NZX Limited.
Region means a geographical area designated as a
‘Region’ pursuant to the Constitution.
Returning Officer has the meaning given in the
Constitution.
Share means a share in the capital of the Company that
has been or may be issued from time to time, which has the
rights set out in section 36(1) of the Companies Act.
Shareholder means a person whose name is entered in the
register of security holders maintained by the Company as
the holder for the time being of one or more shares.
Shareholder Reference Group or SRG means the
Shareholder Reference Group established under clause 21
of the Constitution.
Territory means a geographical area designated as a
‘Territory’ pursuant to the Constitution
Voting Form means the combined proxy appointment
and voting form to be used for the purposes of the Annual
Meeting.

58
SCHEDULE 1


Summary of the Changes to the
Constitution
The following documents are available on the Company’s
website: www.lic.co.nz/annualmeeting
• The current Constitution;
• A clean version of the Constitution incorporating all
proposed changes; and
• A marked-up version of the Constitution showing all
proposed changes.
All changes to the Constitution have been made in
accordance with the NZX Listing Rules (subject to the
waivers and rulings granted by NZX as discussed on page
50) and where there is any provision in the Constitution
that is inconsistent with the NZX Listing Rules relevant to
LIC, the NZX Listing Rules will prevail. The NZX Listing Rules
can be found here: www.nzx.com. NZ RegCo has received
a Solicitor’s Opinion as required under Rule 2.19.
The table below summarises the key proposed changes
to the Constitution, and groups together the relevant
changes as these correspond to Resolutions 10-12 above
Part A – Constitution changes
Clause /
section
reference
Summary of changeRationale
PART A (Resolution 10) – Delegations of authority
from the Board to Management
Resolution 10 authorises certain delegations of authority
from the Board to the management team relating to shares
held in contravention of the Constitution (i.e., Prohibited
Shares (shares held on behalf of ineligible persons),
Excess Shares (shares held in excess of the “Maximum
Shareholding”) and Restricted Securities (securities
conferring voting rights on a person in excess of 1% of the
total voting rights in the Company)). It also authorises
changes which enable a member of the management team
to provide certifications in certain situations instead of a
Director needing to provide a statutory declaration. These
changes will streamline the Company’s processes, optimise
the time spent by the Board on LIC matters and reduce the
administrative burden on the Company. Importantly, these
changes do not impact the rights attaching to the Shares.

59
Clause /
section
reference
Summary of changeRationale
2.1Inserted two new
definitions:

“Company
Representative
means a Director or
Senior Manager of the
Company;”
“Senior Manager
means a person:
(a) who is a “senior
manager” of the
Company for the
purposes of section 6 of
the Financial Markets
Conduct Act 2013; and
(b) any other
senior employee
or representative
of the Company as
determined by the
Company from time to
time, and including its
General Counsel;”
These are
consequential
definitions relating to
the amendments at
clauses 7.6(b) and 8.2(b)
(ii) discussed directly
below.
7.6(b),
8.2(b)
(ii) and
18.2(e)
Amendments to
enable a Company
Representative to
certify that a Share has
been sold instead of
a Director providing a
statutory declaration
under a compulsory
disposal (7.6(b)), in
connection with the
Employee Share
Purchase Scheme
(8.2(b)(ii)), or where the
Share was subject to a
lien (18.2(e))
These changes are
designed to reduce
the administrative
burden on the Company
by enabling the
management team to
sign a certificate on
the Company’s behalf
(instead of requiring a
Director to provide a
statutory declaration)
to provide assurance
that certain parcels of
Shares have been sold
in accordance with the
Constitution.
This change will mean
the Company will be
able to comply with
its obligations more
efficiently, on the basis
that the management
team will be more
readily available than
the Board to sign these
certificates.

60
Clause /
section
reference
Summary of changeRationale
3.2(d), 6.3
and 20
Updates to the
provisions relating to
Prohibited Shares,
Excess Shares and
Restricted Securities to:
• deem shares held
in contravention to
be Prohibited Shares,
Excess Shares or
Restricted Securities
(as applicable)
instead of requiring
the Board to make a
declaration to that
effect;
• requiring a
contravening
Shareholder to take
certain remedial
action (e.g., dispose
of the shares,
refrain from casting
votes and repay
any improperly
received dividends or
distributions), instead
of requiring the Board
to make a pro-active
determination to that
effect;
• permit the
Company, instead
of the Board, to take
certain remedial
actions in respect of
the Prohibited Shares,
Excess Shares or
Restricted Securities
(as applicable),
where the affected
Securityholder has
not complied with the
above; and
• make certain
changes for
consistency between
the various regimes.
This change is designed
to reduce administrative
burden associated
with approaching the
Board on these matters
and streamlines the
enforcement process.
The changes
automatically
deem shares held in
contravention of the
relevant restrictions to
be Prohibited Shares,
Excess Shares or
Restricted Securities
(as applicable), and
automatically require
a contravening
Shareholder to take
remedial action, rather
than these provisions
only applying where
the Board makes a
declaration in relation
to such Shares.
These changes
also ensure that the
Company will be
able to comply with
its obligations under
the Constitution
and applicable laws
more easily, and
ensures contravening
Shareholders are
treated equally on
the basis that the
relevant provisions will
automatically apply
instead of requiring
the Board to make a
declaration to that
effect.

61
Clause /
section
reference
Summary of changeRationale
3.2(d), 5,
6.3, 7, 18,
20
Replacing references
to the Board with
references to the
Company.
As above, these
changes delegate
certain authorities
that currently sit
with the Board to the
Company to enable the
management team to
action these matters on
the Company’s behalf.
These changes ensure
that the Company will
be able to comply with
its obligations under
the Constitution and
applicable laws more
easily by removing
the administrative
burden associated with
approaching the Board
on these matters.
PART B (Resolution 11) - Governance Changes
Resolution 11 authorises certain updates to the eligibility,
appointment and election requirements as they relate to
the Board, Shareholder Reference Group and Honoraria
Committee to ensure consistency of treatment of the
members of the Board, Shareholder Reference Group and
Honoraria Committee.
2.1, 21.8
and 23.1
Revised the definition
of “Rotation Schedule”:
“Rotation Schedule
means the schedule
fixing the times for the
election of Elected and
Appointed Directors
and SRG Members as
referred to in clause
23;”
and clauses 21.8 (SRG
Rotation) and 23.1
(Board Rotation) to
clarify that the Rotation
Schedule applies to
both Elected and
Appointed Directors
and SRG Members,
consistent with the
Company’s current
approach.
Clarification of the
existing references to
the Rotation Schedule
to make it clear that
this schedule applies to
Elected and Appointed
Directors and SRG
Members.

62
Clause /
section
reference
Summary of changeRationale
21.6Amendments to the
Eligibility Requirements
for Elected Directors
and elected members
of the SRG to:
• clarify the
application of
the eligibility
requirements to
Elected and Casual
Members of the SRG;
• include the use of
GeneMark Whole
Herd testing as an
alternative product to
LIC’s traditional herd
testing options
• remove the
obligation for
Appointed members
of the SRG to
undertake herd
testing and artificial
breeding with the
Company
• reflect that a
director, trustee,
senior manager
or other senior
representative of a
relevant Shareholder
(as determined by
the SRG in its ultimate
discretion) may
also be eligible for
appointment to the
SRG; and
• reflect that the
minimum threshold
of submission of
that Shareholder’s
herds for artificial
breeding to semen
marketed by the
Company and use of
one of the Company’s
herd testing options
no longer apply to
Appointed members
of the SRG.
The changes clarify the
application of these
provisions as they
relate to Elected and
Appointed Members of
the SRG and to Elected
Directors.
The other changes
permit and promote
greater diversity of
representation of the
SRG by broadening the
eligibility criteria. In
particular by:
• allowing
representatives such
as a Trustee of a
Shareholder to sit on
the SRG (this is not
currently permitted by
the language in the
Constitution); and
• removing the
requirement for
Appointed Members
of the SRG to meet
the current (and
amended) thresholds
for herd testing and
artificial breeding to
increase the pool of
potential candidates
that SRG members
can be drawn from.

63
Clause /
section
reference
Summary of changeRationale
24.2Amendments to the
process relating to
elections of Honoraria
Committee members to
clarify that:
• where there is more
than one member
standing for election
to a position, the
member with the
highest votes will be
appointed;
• where only one
candidate stands
for election to a
position, they will
be deemed to have
been appointed by
Shareholders; and
• where no candidate
stands, the Honoraria
Committee may fill
the vacancy on a
casual basis.
These changes align
and clarifies the
Honoraria Committee
election process with
that of the SRG and
Elected Directors.
24.3,
24.6 and
clause
3.3 of
Schedule
4
Amendment to the
provisions relating
to Honoraria
Committee,
Director and SRG
member expenses
(respectively).
The changes to these
sections are designed
to harmonise the
relevant provisions
between the Honoraria
Committee, Board and
SRG (as appropriate),
clarify their intended
application, and
outline the relevant
circumstances in which
expenses shall be
properly incurred.
Schedule
4 – SRG
By-Laws
Amendments to
clarify the application
of the By-Laws as
it relates to Elected
and Appointed SRG
Members, and the
inclusion of cross-
references to the SRG
terms of reference.
The changes clarify
the application of
these provisions and
relationship to the SRG
terms of reference.

64
Clause /
section
reference
Summary of changeRationale
PART C (Resolution 12) – Definitional changes /
tidy-ups
Resolution 12 authorises certain other definitional updates,
administrative improvements and tidy-ups, including the
removal of certain transitional references that are no longer
relevant
2.1Revised the definition
of “Milk Processor”:
“Milk Processor
means a person
processing milk for
commercial sale in
compliance with
the Dairy Industry
Regulations 1990,
Raw Milk for Sale
to Consumers
Regulations 2015 or
such other statute or
regulation (if any) as
may be applicable
to the processing of
milk for commercial
sale;”
These changes
clarify the definition
of “Milk Processor” to
clarify that raw milk
suppliers can become
Shareholders if they
meet the definition
of “User” under the
Constitution.
These clarifications
include adding an
express reference to
the Raw Milk for Sale to
Consumers Regulations
2015 to the definition,
and the addition of a
qualification that such
other applicable statute
/ regulations must relate
to the processing of milk
for commercial sale in
order to apply.
2.1 and
22.6(b)
Deletion of references
to and the definition
of Transitional
Arrangements.
These changes remove
redundant provisions
from the Constitution
now that the transitional
period under the 2020
Governance Review has
been completed.
16Amendment to make
it clear the Company
can forfeit all sums
due and payable
to untraceable
Securityholders
(not just dividends
or distributions), in
accordance with Co-
operative Companies
Act 1996.
Clarification of existing
provision to broaden the
sums of money that can
be forfeited in relation
to an untraceable
Securityholder in
accordance with Co-
operative Companies
Act 1996 (i.e., persons
for whom the Company
does not have contact
details for).

65
Clause /
section
reference
Summary of changeRationale
20Amendment to
make it clear
voting can occur by
electronic means at a
Shareholder meeting.
This change has been
made for consistency
with the balance of the
Constitution.
VariousVarious changes to
the Constitution to
ensure consistency
when referring to
disposals of shares
(i.e., sold, transferred
or otherwise disposed
of).
These changes
have been made
for consistency with
the balance of the
Constitution.
VariousVarious typographical
updates, correction
and tidy-ups.
These changes involve
minor, administrative
tidy-ups.

66
Directory


LIC
Livestock Improvement Corporation Limited
Corner Ruakura and Morrinsville Roads
Newstead, Hamilton
Private Bag 3016
Hamilton 3240

+64 7 856 0700
www.lic.co.nz
Election helpline
+64 9 375 5998

Legal advisers to LIC
Simpson Grierson
Level 27, Lumley Centre
88 Shortland Street
Auckland 1010
Private Bag 92518
Auckland 1141
+64 9 358 2222
www.simpsongrierson.com
Registrar
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
PO Box 91976
Auckland 1142
Tel: +64 9 375 5998
enquiries@linkmarketservices.co.nz

67

---

NAME
ADDRESS
ADDRESS
ADDRESS

PTPT CODE: <CSN/Holder Number Barcode>
Go online to https://investorcentre.linkmarketservices.co.nz/voting/LICV to appoint your proxy or complete the form.

<Voting Card Barcode>


ANNUAL MEETING INFORMATION, VOTING INSTRUCTIONS, POSTAL VOTING AND PROXY VOTING PAPER



2023 Admission Card, Proxy or Postal Voting Form
The Livestock Improvement Corporation Limited Annual Meeting will be held on Thursday 12 October 2023 at 5pm at Hotel Ashburton, 11/35
Racecourse Road, Allenton, Ashburton and via the Link Market Services Virtual Annual Meeting platform at www.virtualmeeting.co.nz/lic23. If
you will attend the Annual Meeting online, you will require your CSN/Holder Number for verification purposes.
You can also appoint your proxy, or vote by postal vote on the resolutions on the reverse of this form online by going to
https://investorcentre.linkmarketservices.co.nz/voting/LICV or by scanning the QR code above with your smartphone.

For your postal vote or proxy to be effective it must be lodged with Link Market Services by no later than 5pm, Tuesday, 10 October 2023.
NOTES
Attending the Meeting
1. If you propose to attend the Annual Meeting in person, you must bring this form to the meeting to assist with your registration. All
shareholders must register with Link Market Services prior to entering the meeting room.


Postal Vote
2. If you propose not to attend the Annual Meeting in person or online, you may vote by postal vote. Your postal vote may be completed online,
mailed,
hand delivered, or scanned and emailed in accordance with the instructions above. Link Market Services Limited has been authorised
by the Board to receive and count postal votes. If you submit a postal vote without indicating on any
resolution how you wish to vote, you will
be deemed to have abstained from voting on that resolution. If you submit a postal
vote section and also appoint a proxy, your postal vote
will take priority over your proxy appointment.


Proxy Appointment
3. All shareholders entitled to attend the meeting and vote at the meeting may appoint a proxy or, in the case of a corporate shareholder, a
representative to attend and vote instead on your behalf. This form may be completed online, mailed,
hand delivered, or scanned and
emailed in accordance with the instructions above.

A proxy can be any person of your choice and does not have to be a shareholder of LIC. If you wish you can appoint the Chairperson of the
Meeting as your proxy. The Chairperson will vote in accordance with your instructions, or,
failing your instruction, in accordance with the terms
set out in note 4 of this Proxy Form.

4. If you tick the box “discretion” on any resolution, you are directing your proxy or representative to decide how to vote on that resolution on
your behalf. If you tick the “abstain” box on any resolution, you are directing your proxy or representative not to
vote on that resolution. If you
do not tick any boxes or your direction on how the proxy is to vote is unclear (in the Proxy’s sole
opinion) in respect of a resolution, then the
direction is to abstain. The Chairperson intends to vote discretionary proxies in
favour of all Resolutions. However, the Chairperson (along
with all other directors and their “Associated Persons” (as defined in the NZX Listing Rules)) is unable to cast discretionary proxies in favour
of Resolution 1. The Chairperson will not cast discretionary proxies on Resolution 4. If you select more than one candidate in Resolution 4
(Section C) you will be deemed to have abstained from voting.

5. A proxy is not entitled to exercise more than 1% of the maximum number of votes that may be exercised at a meeting of the Company. Accordingly,
if the Chairperson is named as proxy by you and by a number of other shareholders, then they may not be able to cast your votes. Therefore, it is
preferable to nominate a proxy from your Region.
6. If you return this Proxy Form without appointing a proxy, the Chairperson of the meeting will vote in accordance with your express
instructions.
7. This Proxy Form must be signed by you or your attorney, duly authorised in writing. In the case of a joint shareholding, this Proxy Form may be
signed by any of the joint shareholders (or their duly authorised attorney). In the case of a corporate
shareholder, this Proxy Form must be
signed by a director or a duly authorised officer acting under the express or implied
authority of the corporate shareholder, or an attorney
duly authorised by the corporate shareholder.

8. If the Proxy Form is signed under a power of attorney, a certificate of non-revocation must be completed and a copy of the power of attorney
provided to Link Market Services Limited, unless it has already been noted by LIC or Link Market Services
Limited.

General
9. This Postal/Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority
certified by a Solicitor, Justice of the Peace or Notary Public must be lodged with Link Market Services Limited by no
later than 5pm, Tuesday,
10 October 2023, (being 48 hours prior to the meeting) in accordance with the instructions above.
CSN/Holder Number:
Scan this QR code with your
smartphone and vote online

PTPT Code:

LIC encourages shareholders to cast their vote by 5pm, 10 October 2023.

LIC Shareholders who attend the Annual Meeting on Thursday 12 October 2023 at 5pm will also be able to
vote during the meeting, if they have not already cast their vote.

UPPER NORTH ISLAND

PTPT CODE: <CSN/Holder Number Barcode>
Go online to https://investorcentre.linkmarketservices.co.nz/voting/LICV to appoint your proxy or complete the form.

<Voting Card Barcode>

You can vote in one of the following ways:
Option 1: Attend the Meeting
In person: Hotel Ashburton, 11/35 Racecourse Road, Allenton, Ashburton

Online: www.virtualmeeting.co.nz/lic23
Option 2: Voting Online
To cast your vote electronically go to: https://investorcentre.linkmarketservices.co.nz/voting/LICV.
Enter your CSN/Holder Number and password listed below. Follow the instructions to cast your vote. Advanced
electronic voting closes at 5pm, 10 October 2023.

CSN/Holder Number: <CSN> Password: <Password>
Option 3: Postal Vote or Appoint a Proxy
• Complete sections A, B, C & D on page 3
• Scan and email your completed voting paper to: meetings@linkmarketservices.com. Please list “LIC Annual
Meeting” in the subject line
• OR post to: Link Market Services, PO Box 91976, Auckland 1142
• To ensure your voting paper reaches the Returning Officer before the close of voting please post no later than
Tuesday 10 October 2023

Shareholder Questions
Shareholders attending the Annual Shareholders Meeting virtually will have the opportunity to ask questions during the meeting. If
you cannot attend the Annual Shareholders Meeting but would like to ask a question, you can submit a question online by going to
https://investorcentre.linkmarketservices.co.nz/voting/LICV and completing the online validation process or complete the
question section below and return to Link Market Services in the envelope enclosed. Questions will need to be submitted by 5pm
on Tuesday, 10 October 2023. The Board will endeavour to address and answer questions at the Annual Shareholders Meeting.

Question:

Electronic Investor Communications
If you received the Notice of Meeting and Voting Form by mail and wish to receive your future investor communications by email
please provide your email address below:


Contact Details

Contact Name:

Phone Number: Date:

PTPT CODE: <CSN/Holder Number Barcode>
Go online to https://investorcentre.linkmarketservices.co.nz/voting/LICV to appoint your proxy or complete the form.

<Voting Card Barcode>

Section A: Postal Vote or Appoint a Proxy

I wish to vote by postal vote (please tick the box)

I wish to appoint a proxy to vote on my behalf (please tick the box and fill in the details below):
Name of Proxy:



Email Address:


Section B1: Ordinary Resolutions
FOR AGAINST ABSTAIN
PROXY’S
DISCRETION
1. Approval of LIC Directors’ Remuneration

2. Approval of LIC Shareholder Reference Group Remuneration

3. To reappoint KPMG as external auditor

6. To ratify the re-appointment of Sophie Haslem as an Appointed Director

8. Re-election of Ian Brown to the Honoraria Committee

9. Re-election of Gordon Glentworth to the Honoraria Committee

Section B2: Special Resolutions
FOR AGAINST ABSTAIN
PROXY’S
DISCRETION
10. Approve Delegations of Authority

11. Approve Governance Amendments

12. Approve Administrative Updates


Section C: Resolution 4. Director Election (North Island)
You may vote for a maximum of ONE (1) candidate(s). Candidate names are listed in random order.

Duncan Coull

Mat Hocken

Ken Hames

Richard Luxton

Section D: Signatures – this section must be completed

Shareholder/Director 1:

Shareholder/Director 2:

Shareholder/Director 3:

---

NAME
ADDRESS
ADDRESS
ADDRESS

PTPT CODE: <CSN/Holder Number Barcode>
Go online to https://investorcentre.linkmarketservices.co.nz/voting/LICV to appoint your proxy or complete the form.

<Voting Card Barcode>


ANNUAL MEETING INFORMATION, VOTING INSTRUCTIONS, POSTAL VOTING AND PROXY VOTING PAPER



2023 Admission Card, Proxy or Postal Voting Form
The Livestock Improvement Corporation Limited Annual Meeting will be held on Thursday 12 October 2023 at 5pm at Hotel Ashburton, 11/35
Racecourse Road, Allenton, Ashburton and via the Link Market Services Virtual Annual Meeting platform at www.virtualmeeting.co.nz/lic23. If
you will attend the Annual Meeting online, you will require your CSN/Holder Number for verification purposes.
You can also appoint your proxy, or vote by postal vote on the resolutions on the reverse of this form online by going to
https://investorcentre.linkmarketservices.co.nz/voting/LICV or by scanning the QR code above with your smartphone.

For your postal vote or proxy to be effective it must be lodged with Link Market Services by no later than 5pm, Tuesday, 10 October 2023.
NOTES
Attending the Meeting
1. If you propose to attend the Annual Meeting in person, you must bring this form to the meeting to assist with your registration. All
shareholders must register with Link Market Services prior to entering the meeting room.


Postal Vote
2. If you propose not to attend the Annual Meeting in person or online, you may vote by postal vote. Your postal vote may be completed online,
mailed,
hand delivered, or scanned and emailed in accordance with the instructions above. Link Market Services Limited has been authorised
by the Board to receive and count postal votes. If you submit a postal vote without indicating on any
resolution how you wish to vote, you will
be deemed to have abstained from voting on that resolution. If you submit a postal
vote section and also appoint a proxy, your postal vote
will take priority over your proxy appointment.


Proxy Appointment
3. All shareholders entitled to attend the meeting and vote at the meeting may appoint a proxy or, in the case of a corporate shareholder, a
representative to attend and vote instead on your behalf. This form may be completed online, mailed,
hand delivered, or scanned and
emailed in accordance with the instructions above.

A proxy can be any person of your choice and does not have to be a shareholder of LIC. If you wish you can appoint the Chairperson of the
Meeting as your proxy. The Chairperson will vote in accordance with your instructions, or,
failing your instruction, in accordance with the terms
set out in note 4 of this Proxy Form.

4. If you tick the box “discretion” on any resolution, you are directing your proxy or representative to decide how to vote on that resolution on
your behalf. If you tick the “abstain” box on any resolution, you are directing your proxy or representative not to
vote on that resolution. If you
do not tick any boxes or your direction on how the proxy is to vote is unclear (in the Proxy’s sole
opinion) in respect of a resolution, then the
direction is to abstain. The Chairperson intends to vote discretionary proxies in
favour of all Resolutions. However, the Chairperson (along
with all other directors and their “Associated Persons” (as defined in the NZX Listing Rules)) is unable to cast discretionary proxies in favour
of Resolution 1. The Chairperson will not cast discretionary proxies on Resolutions 4 and 7. If you select more than one candidate in
Resolution 4 (Section C1) or more than two candidates in Resolution 7 (Section C2) you will be deemed to have abstained from voting.

5. A proxy is not entitled to exercise more than 1% of the maximum number of votes that may be exercised at a meeting of the Company. Accordingly,
if the Chairperson is named as proxy by you and by a number of other shareholders, then they may not be able to cast your votes. Therefore, it is
preferable to nominate a proxy from your Region.
6. If you return this Proxy Form without appointing a proxy, the Chairperson of the meeting will vote in accordance with your express
instructions.
7. This Proxy Form must be signed by you or your attorney, duly authorised in writing. In the case of a joint shareholding, this Proxy Form may be
signed by any of the joint shareholders (or their duly authorised attorney). In the case of a corporate
shareholder, this Proxy Form must be
signed by a director or a duly authorised officer acting under the express or implied
authority of the corporate shareholder, or an attorney
duly authorised by the corporate shareholder.

8. If the Proxy Form is signed under a power of attorney, a certificate of non-revocation must be completed and a copy of the power of attorney
provided to Link Market Services Limited, unless it has already been noted by LIC or Link Market Services
Limited.

General
9. This Postal/Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority
certified by a Solicitor, Justice of the Peace or Notary Public must be lodged with Link Market Services Limited by no
later than 5pm, Tuesday,
10 October 2023, (being 48 hours prior to the meeting) in accordance with the instructions above.

CSN/Holder Number:
Scan this QR code with your
smartphone and vote online

PTPT Code:

LIC encourages shareholders to cast their vote by 5pm, 10 October 2023.

LIC Shareholders who attend the Annual Meeting on Thursday 12 October 2023 at 5pm will also be able to
vote during the meeting, if they have not already cast their vote.

LOWER NORTH ISLAND

PTPT CODE: <CSN/Holder Number Barcode>
Go online to https://investorcentre.linkmarketservices.co.nz/voting/LICV to appoint your proxy or complete the form.

<Voting Card Barcode>

You can vote in one of the following ways:
Option 1: Attend the Meeting
In person: Hotel Ashburton, 11/35 Racecourse Road, Allenton, Ashburton

Online: www.virtualmeeting.co.nz/lic23
Option 2: Voting Online
To cast your vote electronically go to: https://investorcentre.linkmarketservices.co.nz/voting/LICV.
Enter your CSN/Holder Number and password listed below. Follow the instructions to cast your vote. Advanced
electronic voting closes at 5pm, 10 October 2023.

CSN/Holder Number: <CSN> Password: <Password>
Option 3: Postal Vote or Appoint a Proxy
• Complete sections A, B, C & D on page 3
• Scan and email your completed voting paper to: meetings@linkmarketservices.com. Please list “LIC Annual
Meeting” in the subject line
• OR post to: Link Market Services, PO Box 91976, Auckland 1142
• To ensure your voting paper reaches the Returning Officer before the close of voting please post no later than
Tuesday 10 October 2023

Shareholder Questions
Shareholders attending the Annual Shareholders Meeting virtually will have the opportunity to ask questions during the meeting. If
you cannot attend the Annual Shareholders Meeting but would like to ask a question, you can submit a question online by going to
https://investorcentre.linkmarketservices.co.nz/voting/LICV and completing the online validation process or complete the
question section below and return to Link Market Services in the envelope enclosed. Questions will need to be submitted by 5pm
on Tuesday, 10 October 2023. The Board will endeavour to address and answer questions at the Annual Shareholders Meeting.

Question:

Electronic Investor Communications
If you received the Notice of Meeting and Voting Form by mail and wish to receive your future investor communications by email
please provide your email address below:


Contact Details

Contact Name:

Phone Number: Date:

PTPT CODE: <CSN/Holder Number Barcode>
Go online to https://investorcentre.linkmarketservices.co.nz/voting/LICV to appoint your proxy or complete the form.

<Voting Card Barcode>

Section A: Postal Vote or Appoint a Proxy

I wish to vote by postal vote (please tick the box)

I wish to appoint a proxy to vote on my behalf (please tick the box and fill in the details below):
Name of Proxy:



Email Address:


Section B1: Ordinary Resolutions
FOR AGAINST ABSTAIN
PROXY’S
DISCRETION
1. Approval of LIC Directors’ Remuneration

2. Approval of LIC Shareholder Reference Group Remuneration

3. To reappoint KPMG as external auditor

6. To ratify the re-appointment of Sophie Haslem as an Appointed Director

8. Re-election of Ian Brown to the Honoraria Committee

9. Re-election of Gordon Glentworth to the Honoraria Committee

Section B2: Special Resolutions
FOR AGAINST ABSTAIN
PROXY’S
DISCRETION
10. Approve Delegations of Authority

11. Approve Governance Amendments

12. Approve Administrative Updates

Section C1: Resolution 4. Director Election (North Island)
You may vote for a maximum of ONE (1) candidate(s). Candidate names are listed in random order.

Duncan Coull

Mat Hocken

Ken Hames

Richard Luxton
Section C2: Resolution 7. Shareholder Reference Group Election (Lower North Island)
You may vote for a maximum of TWO (2) candidate(s). Candidate names are listed in random order.

Shaun Baxter

Thomas Read

Mark Hooper


Section D: Signatures – this section must be completed

Shareholder/Director 1:

Shareholder/Director 2:

Shareholder/Director 3:

---

NAME
ADDRESS
ADDRESS
ADDRESS

PTPT CODE: <CSN/Holder Number Barcode>
Go online to https://investorcentre.linkmarketservices.co.nz/voting/LICV to appoint your proxy or complete the form.

<Voting Card Barcode>


ANNUAL MEETING INFORMATION, VOTING INSTRUCTIONS, POSTAL VOTING AND PROXY VOTING PAPER



2023 Admission Card, Proxy or Postal Voting Form
The Livestock Improvement Corporation Limited Annual Meeting will be held on Thursday 12 October 2023 at 5pm at Hotel Ashburton, 11/35
Racecourse Road, Allenton, Ashburton and via the Link Market Services Virtual Annual Meeting platform at www.virtualmeeting.co.nz/lic23. If
you will attend the Annual Meeting online, you will require your CSN/Holder Number for verification purposes.
You can also appoint your proxy, or vote by postal vote on the resolutions on the reverse of this form online by going to
https://investorcentre.linkmarketservices.co.nz/voting/LICV or by scanning the QR code above with your smartphone.

For your postal vote or proxy to be effective it must be lodged with Link Market Services by no later than 5pm, Tuesday, 10 October 2023.
NOTES
Attending the Meeting
1. If you propose to attend the Annual Meeting in person, you must bring this form to the meeting to assist with your registration. All
shareholders must register with Link Market Services prior to entering the meeting room.


Postal Vote
2. If you propose not to attend the Annual Meeting in person or online, you may vote by postal vote. Your postal vote may be completed online,
mailed,
hand delivered, or scanned and emailed in accordance with the instructions above. Link Market Services Limited has been authorised
by the Board to receive and count postal votes. If you submit a postal vote without indicating on any
resolution how you wish to vote, you will
be deemed to have abstained from voting on that resolution. If you submit a postal
vote section and also appoint a proxy, your postal vote
will take priority over your proxy appointment.


Proxy Appointment
3. All shareholders entitled to attend the meeting and vote at the meeting may appoint a proxy or, in the case of a corporate shareholder, a
representative to attend and vote instead on your behalf. This form may be completed online, mailed,
hand delivered, or scanned and
emailed in accordance with the instructions above.

A proxy can be any person of your choice and does not have to be a shareholder of LIC. If you wish you can appoint the Chairperson of the
Meeting as your proxy. The Chairperson will vote in accordance with your instructions, or,
failing your instruction, in accordance with the terms
set out in note 4 of this Proxy Form.

4. If you tick the box “discretion” on any resolution, you are directing your proxy or representative to decide how to vote on that resolution on
your behalf. If you tick the “abstain” box on any resolution, you are directing your proxy or representative not to
vote on that resolution. If you
do not tick any boxes or your direction on how the proxy is to vote is unclear (in the Proxy’s sole
opinion) in respect of a resolution, then the
direction is to abstain. The Chairperson intends to vote discretionary proxies in
favour of all Resolutions. However, the Chairperson (along
with all other directors and their “Associated Persons” (as defined in the NZX Listing Rules)) is unable to cast discretionary proxies in favour
of Resolution 1. The Chairperson will not cast discretionary proxies on Resolution 5. If you select more than one candidate in Resolution 5
(Section C) you will be deemed to have abstained from voting.

5. A proxy is not entitled to exercise more than 1% of the maximum number of votes that may be exercised at a meeting of the Company. Accordingly,
if the Chairperson is named as proxy by you and by a number of other shareholders, then they may not be able to cast your votes. Therefore, it is
preferable to nominate a proxy from your Region.
6. If you return this Proxy Form without appointing a proxy, the Chairperson of the meeting will vote in accordance with your express
instructions.
7. This Proxy Form must be signed by you or your attorney, duly authorised in writing. In the case of a joint shareholding, this Proxy Form may be
signed by any of the joint shareholders (or their duly authorised attorney). In the case of a corporate
shareholder, this Proxy Form must be
signed by a director or a duly authorised officer acting under the express or implied
authority of the corporate shareholder, or an attorney
duly authorised by the corporate shareholder.

8. If the Proxy Form is signed under a power of attorney, a certificate of non-revocation must be completed and a copy of the power of attorney
provided to Link Market Services Limited, unless it has already been noted by LIC or Link Market Services
Limited.

General
9. This Postal/Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority
certified by a Solicitor, Justice of the Peace or Notary Public must be lodged with Link Market Services Limited by no
later than 5pm, Tuesday,
10 October 2023, (being 48 hours prior to the meeting) in accordance with the instructions above.
CSN/Holder Number:
Scan this QR code with your
smartphone and vote online

PTPT Code:

LIC encourages shareholders to cast their vote by 5pm, 10 October 2023.

LIC Shareholders who attend the Annual Meeting on Thursday 12 October 2023 at 5pm will also be able to
vote during the meeting, if they have not already cast their vote.

SOUTH ISLAND

PTPT CODE: <CSN/Holder Number Barcode>
Go online to https://investorcentre.linkmarketservices.co.nz/voting/LICV to appoint your proxy or complete the form.

<Voting Card Barcode>

You can vote in one of the following ways:
Option 1: Attend the Meeting
In person: Hotel Ashburton, 11/35 Racecourse Road, Allenton, Ashburton

Online: www.virtualmeeting.co.nz/lic23
Option 2: Voting Online
To cast your vote electronically go to: https://investorcentre.linkmarketservices.co.nz/voting/LICV.
Enter your CSN/Holder Number and password listed below. Follow the instructions to cast your vote. Advanced
electronic voting closes at 5pm, 10 October 2023.

CSN/Holder Number: <CSN> Password: <Password>
Option 3: Postal Vote or Appoint a Proxy
• Complete sections A, B, C & D on page 3
• Scan and email your completed voting paper to: meetings@linkmarketservices.com. Please list “LIC Annual
Meeting” in the subject line
• OR post to: Link Market Services, PO Box 91976, Auckland 1142
• To ensure your voting paper reaches the Returning Officer before the close of voting please post no later than
Tuesday 10 October 2023

Shareholder Questions
Shareholders attending the Annual Shareholders Meeting virtually will have the opportunity to ask questions during the meeting. If
you cannot attend the Annual Shareholders Meeting but would like to ask a question, you can submit a question online by going to
https://investorcentre.linkmarketservices.co.nz/voting/LICV and completing the online validation process or complete the
question section below and return to Link Market Services in the envelope enclosed. Questions will need to be submitted by 5pm
on Tuesday, 10 October 2023. The Board will endeavour to address and answer questions at the Annual Shareholders Meeting.

Question:

Electronic Investor Communications
If you received the Notice of Meeting and Voting Form by mail and wish to receive your future investor communications by email
please provide your email address below:


Contact Details

Contact Name:

Phone Number: Date:

PTPT CODE: <CSN/Holder Number Barcode>
Go online to https://investorcentre.linkmarketservices.co.nz/voting/LICV to appoint your proxy or complete the form.

<Voting Card Barcode>

Section A: Postal Vote or Appoint a Proxy

I wish to vote by postal vote (please tick the box)

I wish to appoint a proxy to vote on my behalf (please tick the box and fill in the details below):
Name of Proxy:



Email Address:


Section B1: Ordinary Resolutions
FOR AGAINST ABSTAIN
PROXY’S
DISCRETION
1. Approval of LIC Directors’ Remuneration

2. Approval of LIC Shareholder Reference Group Remuneration

3. To reappoint KPMG as external auditor

6. To ratify the re-appointment of Sophie Haslem as an Appointed Director

8. Re-election of Ian Brown to the Honoraria Committee

9. Re-election of Gordon Glentworth to the Honoraria Committee

Section B2: Special Resolutions
FOR AGAINST ABSTAIN
PROXY’S
DISCRETION
10. Approve Delegations of Authority

11. Approve Governance Amendments

12. Approve Administrative Updates


Section C: Resolution 5. Director Election (South Island)
You may vote for a maximum of ONE (1) candidate(s). Candidate names are listed in random order.

Tony Miles

Andrew Slater

Victoria Trayner

Section D: Signatures – this section must be completed

Shareholder/Director 1:

Shareholder/Director 2:

Shareholder/Director 3:

---

Virtual Annual
General Meeting
Online Guide
Part of Link Group | Corporate Markets

2 • Link Market Services Virtual Annual General Meeting Online Guide
Step 1
Open your web browser and
go to virtualmeeting.co.nz and
select the relevant meeting.
Virtual Annual General Meeting
Online Guide
Before you begin
Ensure your browser is compatible.
You can easily check your current
browser by going to the website:
whatismybrowser.com
Supported browsers are:
• Chrome – Version 44 & 45
• Firefox – 40.0.2 and after
• Safari – OS X v10.9 “Mavericks”
& OS X v10.10 “Yosemite”
• Internet Explorer 9 and up (please note
Internet Explorer 8 is not supported)
The virtual meeting is viewable from desktops
and laptops. To attend and vote at the virtual
annual general meeting you must have:
• NZX registered holders: Shareholder
number  and authorisation code (FIN)
• ASX registered holders: Shareholder
number and postcode
If you are an appointed proxy you will need
your proxy number which will be provided
by Link Market Services prior to the
meeting. Please make sure you have this
information before proceeding.
Step 2
Login to the portal using your full name, email
address, and company name (if applicable).
Please read and accept the terms and conditions
before clicking on the blue ‘Register and Watch
Annual General Meeting’ button. Once you have
logged in you will see:
• On the left – a live video webcast of the Annual
General Meeting
• On the right – the presentation slides that will be
addressed during the Annual General Meeting.
Note: After you have logged in we recommend that
you keep your browser open for the duration of the
meeting. If you close your browser, your session will
expire. If you attempt to log in again, you will be sent a
recovery link via email for security purposes.

Link Market Services Virtual Annual General Meeting Online Guide • 3
Navigating
At the bottom of the webpage
under the webcast and
presentation there are three
boxes. Refer to each section
below for operating instructions.
1
Get a voting card
2
Ask a Question
3
Downloads
1. Get a voting card
To register to vote - click on the ‘Get a voting
card’ box at the top of the webpage or below
the videos.

This will bring up a box which looks like this.
If you are an individual or joint Shareholder you will
need to register and provide validation by entering your
details in the top section:
• NZX registered holders: Shareholder number and
authorization code (FIN)
• ASX registered holders: Shareholder number and
postcode
If you are an appointed Proxy, please enter the Proxy
Number issued to you by Link Market Services in the
PROXY DETAILS section. Once you have entered your
appropriate details click the blue ‘SUBMIT DETAILS
AND VOTE’ button.
Once you have registered, your voting card will
appear with all of the resolutions to be voted on by
Shareholders at the Annual General Meeting (as set
out in the Notice of Meeting). You may need to use the
scroll bar on the right hand side of the voting card to
scroll up or down to view all resolutions.
Shareholders and proxies can either submit a Full Vote
or a Partial Vote. You can move between the two tabs
by clicking on ‘Full Vote’ or ‘Partial Vote’ at the top of
the voting card.

4 • Link Market Services Virtual Annual General Meeting Online Guide
Full Votes
To submit a full vote on a resolution ensure you are in
the ‘Full Vote’ tab. Place your vote by clicking on the
‘For’, ‘Against’, or ‘Abstain’ voting buttons.
Partial Votes
To submit a partial vote on a resolution ensure you are
in the ‘Partial Vote’ tab. You can enter the number of
votes you would like to vote (for any or all) resolution/s.
The total amount of votes that you are entitled to vote
for will be listed under each resolution. When you enter
the number of votes in a certain box it will automatically
tally how many votes you have left.
Note: If you are submitting a partial vote and do not use all of
your entitled votes, the un-voted portion will be submitted as No
Instruction and therefore will not be counted.
Once you have finished voting on the resolutions scroll
down to the bottom of the box and click the blue ‘Cast
Vote’ or ‘Cast Partial Vote’ button.
Note: You are able to close your voting card during
the meeting without submitting your vote at any time
while voting remains open. Any votes you have already
made will be saved for the next time you open up the
voting card. The voting card will appear on the bottom
left corner of the webpage. The message ‘Not yet
submitted’ will appear at the bottom of the page.
You can edit your voting card at any point while voting
is open by clicking on ‘Edit Card’. This will reopen the
voting card with any previous votes made.
If at any point you have submitted your voting card
and wish to make a change while voting is still open
you can do so by clicking the ‘Edit Card’ button
and making the required change. Once you have
completed your card select the blue ‘Cast Vote’ or
‘Cast Partial Vote’ button.
The voting card remains editable until the voting
is closed at the conclusion of the Annual General
Meeting. Once voting has been closed all voting cards,
submitted and un-submitted, will automatically be
submitted and cannot be changed.
At the conclusion of the Annual General Meeting a red
bar with a countdown timer will appear at the top of
the Webcast and Slide windows advising the remaining
voting time available to shareholders. Please make any
changes required to your voting cards at this point and
submit your voting cards.
If an additional resolution is proposed during the
meeting, there will be a short delay while the resolution
is added to the voting card. Once the resolution has
been added you will be notified by the Chairman during
the meeting. In order to vote on the extra resolution
you will need to reopen your voting card to cast your
vote by clicking the ‘Edit Card’ button.
Note: Registration for the Annual General Meeting and voting opens
one hour before the meeting begins.
Virtual Annual General Meeting
Online Guide continued

Link Market Services Virtual Annual General Meeting Online Guide • 5
2. How to ask a question
Note: Only shareholders are eligible to ask questions.
You will only be able to ask a question after
you have registered to vote. If you would
like to ask a question, click on the ‘Ask a
Question’ box either at the top or bottom
of the webpage.
The ‘Ask a Question’ box will then pop up with two
sections for completion.
In the ‘Regarding’ section click on the drop down
arrow and select one of the following categories:
• General Business
• Resolution 1
• Resolution 2
• Resolution 3
• Resolution 4
• Resolution 5
• Resolution 6
After you have selected your question category, click in
the ‘Question’ section and type your question.
When you are ready to submit your question - click
the blue ‘Submit Question’ button. This will send the
question to the Management/Board.
Note that not all questions are guaranteed to be
answered during the Annual General Meeting, but we
will do our best to address your concerns.
Once you have asked a question a ‘View Questions’
box will appear.
At any point you can click on ‘View Questions’ and
see all the questions you have submitted. Only you can
see the questions you have asked.
Note: You can submit your questions by this method
one hour before the meeting begins, if you have
registered to vote. You can continue to submit
questions up until the close of voting.
If your question has been answered and you would
like to exercise your right of reply, you can do so by
submitting another question.

3. Downloads
If you would like to see the Notice of Annual
General Meeting or the Annual Report you
can do so here.
A
B
• To download the Notice of Meeting – click A
• To download the Annual Report – click B
When you click on these links the file will open in
another tab in your browser.
Voting closing
Voting will close 5 minutes after the close of
the Annual General Meeting.
At the conclusion of the Annual General Meeting a red
bar with a countdown timer will appear at the top of
the Webcast and Slide screens advising the remaining
voting time. If you have not yet submitted your vote at
this point, you will be required to do so now.
At the close of the meeting any votes you have placed
will automatically be submitted.
Virtual Annual General Meeting
Online Guide continued
1261.0 07/16 ISS1
Contact us
Australia
T +61 2 8280 7100
E info@linkmarketservices.com.au
New Zealand
T +64 9 375 5998
E enquiries@linkmarketservices.co.nz
United Arab Emirates
T +27 72 6299034
E paular@linkmarketservices.co.za