PGG Wrightson Limited logo

Annual Shareholders Meeting – Notice of Meeting

AGM25 September 2023PGWIndustrials

Notice of
Annual Shareholders’ Meeting

Notice is hereby given that the 2023 Annual Shareholders’ Meeting of PGG Wrightson Limited

(“Company”) will be held at the Sudima Christchurch Airport Hotel, 550 Memorial Avenue,

Christchurch, and virtually on Wednesday, 25 October 2023, commencing at 9:30am.

IMPORTANT DATES AND TIMES

www.pggwrightson.co.nz/Investors/Shareholderswww.pggwrightson.co.nz

Latest time for online and physical receipt of Proxy/Voting Form:

Monday, 23 October 2023, 9:30am

Annual Shareholders’ Meeting:

Wednesday, 25 October 2023, 9:30am

PGG Wrightson Limited’s 2023
Annual Shareholders’

Meeting will be held as

a hybrid meeting

In person

Sudima Christchurch Airport Hotel, 550 Memorial Avenue, Christchurch

Virtually / online

via Computershare’s online meeting platform https://meetnow.global/nz

Wednesday, 25 October 2023, commencing at 9:30am

All dates and times are given in New Zealand time unless otherwise specified

Friday, 20 October 2023, 5:00pm

Voting entitlements for the Annual Shareholders’ Meeting

Monday, 23 October 2023, 9:30am

Record date and latest time for online and physical receipt of Proxy/Voting Form

Wednesday, 25 October 2023, 9:30am

Annual Shareholders’ Meeting

You are encouraged to read this Notice (including the Explanatory Notes and Procedural Notes)

and the instructions on the Proxy/Voting Form carefully.

The health and safety of our shareholders and people is our priority. If the Board determines a physical meeting is

inappropriate in the circumstances, the Company may decide to hold a virtual only Annual Shareholders’ Meeting. If

this occurs, we will provide shareholders with notice through an announcement to the NZX and on our website.

Where

When

Important dates

2 | PGG WRIGHTSON LIMITED

Order of Business
Acting Chair’s Address and Chief Executive’s Review

Item A:

Item B:

Item C:

Item D:

Shareholder Questions

Consideration of any shareholder questions raised during or prior to the meeting on the financial

statements and annual report, and on the performance and management of the Company.

Ordinary Resolutions

To consider, and if thought fit, pass the following ordinary resolution. Please read the explanatory

notes and other procedural information for further information in relation to this resolution:

1. Auditor’s Remuneration

To authorise the Directors to fix the auditor’s remuneration.

General Business

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

On behalf of the Board of Directors.

Julian Daly

General Manager Corporate Affairs

and Company Secretary

PGG Wrightson Limited

Christchurch

New Zealand

26 September 2023

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 2023 | 3


Ordinary Resolutions

1. Auditor’s Appointment and Remuneration

Noting the automatic reappointment of Ernst & Young as the Company’s auditor under section 207T of the Companies Act 1993,

the proposed ordinary resolution is to authorise the Directors to fix the auditor’s remuneration for the following year for the

purposes of section 207S of the Companies Act 1993.

The Company’s Directors recommend shareholders vote in favour of this resolution.

Explanatory Notes

4 | PGG WRIGHTSON LIMITED

Virtual Meeting – instructions
The 2023 Annual

Shareholders’ Meeting

will be a hybrid meeting.

All shareholders will have

the opportunity to attend,

participate, vote, and

ask questions in person

or virtually via our share

registrar’s online platform.

The Annual Shareholders’

Meeting will be accessible

on both desktop and mobile

devices.

How to attend the virtual meeting

Shareholders can attend the meeting virtually through the Computershare

Investor Services Limited meeting platform

https://meetnow.global/nz.

To access the virtual meeting, click ‘Go’ under the PGG Wrightson Limited

meeting and then click ‘JOIN MEETING NOW’. By using the meeting platform,

you will be able to watch the meeting, vote and ask questions online using your

smartphone, tablet or desktop device. Please refer to the Virtual Meeting Guide

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

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

If you have any questions, or need assistance with the online process, please

contact Computershare Investor Services Limited on +64 9 488 8777 between

8.30am and 5.00pm Monday to Friday.

Audio will stream through the selected device, so shareholders will need to

ensure that they have the volume control on their headphones or device

turned up.

Shareholders will be able to view the presentations, vote on the resolutions

to be put to shareholders and ask questions, by using their own computers or

mobile devices. Shareholders will still be able to appoint a proxy to vote for them

or send a postal vote, as they otherwise would, by following the instructions on

the proxy and voting form and this Notice of Annual Shareholders’ Meeting.

Details of how to participate virtually are provided in the accompanying Virtual

Meeting Guide, with instructions for accessing the virtual meeting. Shareholders

are encouraged to review this guide prior to the Annual Shareholders’ Meeting.

Shareholders will require their CSN/Securityholder Number, which can be found

on their proxy and voting form, for verification purposes.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 2023 | 5

Procedural Notes,
Attendance and Voting

Voting thresholds

The resolution required for item C (Resolution 1) is an ordinary resolution, requiring a simple majority of the votes of those

shareholders entitled to vote on the resolution.

Voting entitlements

The only persons entitled to exercise votes at the meeting will be those who are registered as shareholders as at 5:00pm on

Friday, 20 October 2023 and only the shares registered in those shareholders’ names at that time carry a right to vote at the

meeting. Your rights to vote may be exercised by:

Casting your vote

You may cast your vote using one of the following options:

1. Postal votes before the Annual Shareholders’ Meeting:

If you wish, you can vote prior to the Annual Shareholders’ Meeting:


by completing and sending the Proxy/Voting Form by post, email or fax so that it is received by Computershare Investor

Services Limited no later than 9:30am on Monday, 23 October 2023;

or


on the website of PGG Wrightson Limited’s share registry, Computershare Investor Services Limited up until 9:30am on

Monday, 23 October 2023 at: www.investorvote.co.nz

2. At the Annual Shareholders’ Meeting:

If you wish, you can vote either in person or online at the Annual Shareholders’ Meeting at: https://meetnow.global/nz

Voting will be by way of poll. For more information about voting at the Annual Shareholders’ Meeting, please refer to the

Virtual Meeting Guide that accompanies this Notice of Meeting.

3. Appoint a proxy to vote:

You may appoint a proxy or corporate representative (if the shareholder is a body corporate) to attend the Annual

Shareholders’ Meeting, to act generally at the meeting and to vote on your behalf. Your proxy does not need to be a PGG

Wrightson Limited shareholder. To do this, you should complete the Proxy/Voting Form. It must be returned to the share

registrar by 9:30am on Monday, 23 October 2023. You may return your Proxy/Voting Form by:


completing the Proxy/Voting Form and either posting, emailing or faxing it to the share registrar;

or


completing the Proxy/Voting Form online at www.investorvote.co.nz

Proxy/Voting form

The Proxy/Voting Form allows you to vote either for or against, or abstain from, the resolutions notified in the Notice of Meeting.

If you appoint a PGG Wrightson Limited director as your proxy to vote on your behalf, then any undirected proxies granted to

the director will be voted in favour of the relevant resolutions.

If, in appointing a proxy, you have inadvertently not named someone to be your proxy, or your named proxy does not attend

the Annual Shareholders’ Meeting, the Chair of the meeting will be your proxy and will vote in accordance with your express

direction.

If you wish to be heard at the meeting you should submit your questions in advance as provided, participate in person or

virtually, or appoint a proxy to do so.

To assist shareholders wishing to exercise their voting rights at the Annual Shareholders’ Meeting (whether in person, online,

or by proxy), the Proxy/Voting Form accompanying this Notice of Meeting has been personalised with individual shareholder

details. The Proxy/Voting Form shows your current shareholding. If, at 5:00pm on Friday, 20 October 2023, your shareholding

is different from that shown on the Proxy/Voting Form, it will be updated by PGG Wrightson Limited’s share registry,

Computershare Investor Services Limited.

6

| PGG WRIGHTSON LIMITED

Method of voting
Voting on all resolutions put before the Annual Shareholders’ Meeting will be by poll. Results of the voting will be available after

the conclusion of the meeting and will be notified on the NZX.

Questions for the Annual Shareholders’ Meeting

Shareholders attending the meeting in person and virtually will be given the opportunity to ask questions during

General Business.

If you wish to submit written questions to be considered at the Annual Shareholders’ Meeting in advance of the meeting,

please email or post them to the following addresses by 13 October 2023:

Julian Daly

General Manager Corporate Affairs and Company Secretary

PGG Wrightson Limited

PO Box 292

Christchurch 8140

Email: companysecretary@pggwrightson.co.nz

Share Registrar

PGG Wrightson Limited’s share registrar in New Zealand is Computershare Investor Services Limited.

You can manage your shareholding online via the Computershare Investor Services Limited investor centre. To change your

address, update your payment instructions and to view your investment portfolio, please visit www.investorcentre.com/nz

The addresses for the share registrar are:

Computershare Investor Services Limited

Private Bag 92119

Victoria Street West

Auckland 1142

New Zealand

Phone: +64 9 488 8777

Fax: +64 9 488 8787

Email: enquiry@computershare.co.nz

www.investorcentre.com/nz

Presentations

A recording of the Annual Shareholders’ Meeting will be available for viewing on PGG Wrightson Limited’s website after the

conclusion of the Annual Shareholders’ Meeting.

Following the formal part of the meeting, the Directors invite shareholders to join them for light refreshments.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 2023 | 7

Front cover image: PGG Wrightson Store
Manager, Olivia Callaghan, discusses on-farm

drainage with Andrew Law, Farm Manager of

North Range Partnership, an intensive sheep

and beef breeding and finishing block in

Castlerock, near Lumsden, Southland.

8 | PGG WRIGHTSON LIMITED

---

PGG Wrightson Limited
Proxy/Voting Form – 2023 Annual Shareholders’ Meeting on 25 October 2023

PGG Wrightson Limited will hold its Annual Shareholders’ Meeting as a hybrid meeting. All shareholders will have the

opportunity to attend and participate in the 2023 Annual Shareholders’ Meeting either in person or virtually.

The hybrid meeting will be accessible on both desktop and mobile devices.

Please refer to the Virtual Meeting Guide that accompanies this Proxy/Voting Form.

www.investorvote.co.nz

Vote online, 24 hours a day, 7 days a week:

Smartphone?

Scan the QR code to vote now.

Your secure access information

Control Number: CSN/Shareholder Number:

PLEASE NOTE: You will need your CSN/Shareholder Number and Postcode/Country of Residence to vote online.

For your postal, proxy, or online vote to be effective it must be received by 9:30am on Monday 23 October 2023.

How to vote on Items of Business

All your shares will be voted in accordance with your directions.

By personally attending the Annual Shareholders’ Meeting

If you plan to attend the Annual Shareholders’ Meeting in person, please bring this Proxy/Voting Form with you.

By virtually attending the Annual Shareholders’ Meeting

If you propose to attend the Annual Shareholders’ Meeting virtually, please read the enclosed Virtual Meeting

Guide prior to the meeting. You can participate in the meeting virtually through the web platform

https://meetnow.global/nz and entering the meeting. You will be able to view presentations, ask questions and

cast your vote online. For any assistance with the process, please contact Computershare on +64 9 488 8777

between 8.30am-5.00pm Monday to Friday.

By making a postal vote (online or by post, email or fax)

If you wish to cast a postal vote, please complete the postal voting form, sign in the space provided at the end of

that section and return it either by post, email (scanned attachment) or fax to the relevant Computershare address

above. Alternatively, you can cast a postal vote by visiting the Computershare website above or scanning the QR

code (you need to have already downloaded a free QR reader applicable to your smartphone). It is not necessary to

also appoint a proxy.

Appointment of Proxy

If you do not plan to attend the hybrid meeting, you may appoint a proxy. To do this, enter the name of your proxy

in the space allocated in ‘Step 1’ of this form. You must name a proxy for your appointment to be valid.

Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a

box your proxy may vote as they choose, except for a director (or associated person of a director) who will abstain

from voting any undirected proxy on the resolutions. If you mark more than one box on an item of business your

vote will be invalid on that item.

Appointing the Chair or any other director as your proxy

The Chair of the meeting, or any other PGG Wrightson Limited director, is willing to act as proxy for any shareholder

who wishes to appoint her or him to vote on their behalf. To appoint the Chair of the meeting or a director as your

proxy enter ‘the Chair’ or the name of the director you wish to appoint in the space allocated in ‘Step 1’ of this form.

If, in appointing a proxy, you have inadvertently not named someone to be your proxy, or your named proxy does

not attend the hybrid meeting, the Chair of the meeting will be your proxy and will vote in accordance with your

express direction.

Go online to vote or appoint a proxy, or turn over to complete the form

Signing instructions for Postal Proxies

Individual

Where the holding is in one name, the

shareholder must sign this form.

Joint Holding

At least one joint shareholder should sign

this form (on behalf of all joint shareholders).

If different joint shareholders purport to

appoint different proxies, the vote of the proxy

appointed by the first named joint shareholder

will prevail.

Power of Attorney

If this Proxy/Voting Form has been signed under

a power of attorney, a certified copy of the

power of attorney and a signed certificate of

non-revocation of the power of attorney must

accompany this Proxy/Voting Form.

Companies

This Proxy/Voting Form must be signed by a

duly authorised officer or attorney. Persons who

sign on behalf of a company must be acting

with the company’s express or implied authority.

Comments & Questions

If you have any comments or questions for

PGG Wrightson Limited, please write them

on a separate sheet of paper and return them

with this form, or email

companysecretary@pggwrightson.co.nz.

Lodge your vote

Online

www.investorvote.co.nz



By Email


corporateactions@computershare.co.nz


By Post

Computershare Investor Services Limited

Private Bag 92119, Auckland 1142,

New Zealand


By Fax

+64 9 488 8787

For all enquiries contact


+64 9 488 8777

STEP 1: Appoint a Proxy to
Vote on Your Behalf

Proxy/Representative Form

I/We being a Shareholder (or Shareholders) of PGG Wrightson Limited

hereby appoint of

or failing him/her of

as my proxy or representative to exercise my/our vote at the Annual Shareholders’ Meeting of PGG Wrightson Limited (“Company”) to

be held at the Sudima Christchurch Airport Hotel, 550 Memorial Avenue, Christchurch and virtually on Wednesday, 25 October 2023,

commencing at 9:30am and at any adjournment of that meeting.

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

Shareholder 1 Shareholder 2 Shareholder 3

or Sole Director and Sole Company Secretary or Director or Director/Company Secretary

Contact Name: Contact Daytime Telephone: Date:

STEP 2 : Postal Voting Form or

Proxy Voting Instructions

or Ballot Paper

Please complete this section if you have appointed a proxy or representative and wish to instruct him / her

on voting. Or please complete if you are NOT attending the virtual meeting and are NOT appointing a proxy

or representative to attend in your place, and you wish to vote by email, by post or by fax.

DO NOT complete this section if you are voting or appointing a proxy or representative online.

Ordinary resolutions supported by the Board

1.To authorise the Directors to fix the auditor’s remuneration

n n n n


P r o x y ’s

For Against Discretion Abstain

(TICK ONE BOX FOR EACH RESOLUTION)

Please complete this section if you are NOT attending the hybrid meeting and wish to appoint a proxy

or representative to attend in your place. DO NOT complete this section if you are appointing a proxy

online, or if you are voting online, by email, by post or by fax.

If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone

and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.

Proxy contact details (Phone): and (Email):


If you wish to attend, please bring this paper. The Proxy Voting Instructions / Ballot Paper are for use in the event of a ballot at the meeting.


If you do not wish to attend and wish to appoint a proxy or representative or vote online, by email, by post or by fax, please follow the instructions on

the reverse on this form.

For your vote to be effective it must be received by 9:30am on Monday, 23 October 2023.

---

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

participate online using your smartphone, tablet or computer.

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

webcast of the meeting, ask questions and submit your

votes in real time.

You

will need the latest version of Chrome, Safari or

Edge. Please ensure your browser is compatible.

HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS

Visit https://meetnow.global/nz

When successfully authenticated, the home screen

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

ask questions, and view meeting materials in the

documents folder. The image highlighted blue

indicates the page you have active.

The webcast will appear and begin automatically

once the meeting has started.

Voting

Resolutions will be put forward once voting is

declared open by the Chair. Once the voting has

opened, the resolution and voting options will appear.

To vote, simply select your voting direction from the

options shown on screen. You can vote for all

resolutions at once or by each resolution.

Your vote has been cast when the green tick appears.

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

Q&A

Any eligible shareholder/proxy attending the meeting

r

emotely is eligible to ask a question.

S

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

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

Navigation

Access

Access the online meeting at

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

meeting. Click 'JOIN MEETING NOW'.

If you are a shareholder:

Select 'Shareholder' on the login screen and enter

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

outside New Zealand, simply select your country

from the drop down box instead of the post code.

Accept the Terms and Conditions and click Continue.

If you are a guest:

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

be prompted to complete all the relevant fields

including title, first name, last name and email

address.

Please note, guests will not be able to ask questions

or vote at the meeting.

If you are a proxy holder:

You will receive an email invitation the day before the

meeting to access the online meeting. Click on the

link in the invitation to access the meeting.

Contact

If you have any issues accessing the website please

c

all +64 9 488 8700.

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

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