Notice of Meeting 2023

Dear Shareholder,
We are pleased to invite you to attend our Annual Shareholders’
Meeting.
This is a chance for you to hear from myself and our Chief
Executive Officer, John Kippenberger, on our performance in
FY23 and the progress made in the third year of ‘Scott 2025’
strategy, including the second full year of our ESG strategy.
You will also have the opportunity to discuss any questions you
may have about our Company and its performance and vote on
resolutions.
Included with this Notice of Meeting are details on how to
attend the Annual Meeting online.
If you are unable to attend the Annual Meeting, we encourage
you to complete and lodge a proxy vote, either online or by
returning your proxy form in accordance with the instructions
on that form.
Stuart McLauchlan
Chairman
NOTICE OF
2023 ANNUAL
SHAREHOLDERS’
MEETING
Notice is hereby given that the Annual
Meeting of Shareholders of Scott
Technology Limited will be held at
Scott Technology, 630 Kaikorai Valley Rd,
Dunedin and online virtually via the
Company’s share registrar, Link Market
Services at
www.virtualmeeting.co.nz/sct23 on
Wednesday, 22 November 2023
commencing at 3:00pm.
We kindly request that meeting attendees
arrive no later than 2:45pm to allow time
to register for voting and attendance
purposes.
Scott Technology may hold the Annual
Meeting as an online-only meeting if
the company considers it necessary, or
desirable to do so, to comply with any
applicable legal restrictions, or for health
and safety reasons. If Scott Technology
exercises its discretion to hold an online-
only meeting, Scott Technology will
provide shareholders with as much notice
as is reasonably practicable by way of an
announcement to the NZX and on Scott
Technology’s website.
Notice of Annual Meeting 2023
Page 1

AGENDA
1. CHAIRMAN AND MANAGEMENT PRESENTATIONS
2. SHAREHOLDER DISCUSSION
3. RESOLUTIONS
To consider and if thought fit, pass the following ordinary resolutions:
Resolution 1: Re-Election of Director – Stuart McLauchlan
That Stuart McLauchlan, who retires as a Director and, being eligible,
offers himself for re-election by shareholders, be re-elected as a Director.
Resolution 2: Re-Election of Director – John Kippenberger
That John Kippenberger, who retires as a Director and, being eligible,
offers himself for re-election by shareholders, be re-elected as a Director.
Resolution 3: Re-Election of Director – Alan Byers
That Alan Byers, who retires as a Director and, being eligible, offers
himself for re-election by shareholders, be re-elected as a Director.
Resolution 4: Auditor
To record the reappointment of Deloitte as auditor of the Company and
to authorise the Directors to fix the auditor’s remuneration.
Further information relating to the resolutions is set out in the
Explanatory Notes to this Notice of Meeting.
4. OTHER BUSINESS
To consider such other business as may be properly submitted to
the meeting.
By Order of the Board
J Kippenberger
Chief Executive Officer
Notice of Annual Meeting 2023
Page 2

John is an experienced business leader who has a successful career
as CEO of a number of international business-to-business and
consumer branded companies. This has included time in Australia
as CEO of several industrial companies of George Weston Foods
Limited before leading their large meat & dairy organisation
which included 1,200 people operating across seven factories.
After returning to New Zealand in 2006, John was a part-owner
and the Chief Executive of Premier Beehive NZ Limited. More
recently, John led the exponential growth and development
of Manuka Health NZ Limited. This included expansion of the
company’s agricultural and factory operations, along with an
acquisition in Germany and the opening of company operations
in Australia, the United States, the United Kingdom and parts of
South East Asia and China.
RESOLUTION 3: ELECTION OF ALAN BYERS
Alan Byers was elected as a Director by the shareholders of
Scott Technology on 3 December 2020. In accordance with
applicable NZX Listing Rules, Alan retires as a Director at the
Annual Meeting and, being eligible, offers himself for re-
election by shareholders.
The Board unanimously supports his re-election and has
determined that Alan is not an Independent Director (within
the meaning of the NZX Listing Rules) due to his role with Scott
Technology’s largest shareholder, JBS Australia Pty Limited.
ALAN BYERS, BCom, MBA
Term of office: First appointed in 2020.
Board Responsibilities: Non-executive Director, Member of the
Health & Safety Committee.
Alan was previously the President of US Regional Beef, retiring
from that position after 43 years in the industry. Alan is Senior
Advisor to Wesley Batista and the collective JBS US business. Prior
to joining JBS USA, Alan held a number of senior executive roles,
including CEO / President of Meyer Natural Foods, President of
ConAgra Signature Meats, and 18 years with Hormel culminating
in an assignment as President of Dubuque Foods.
RESOLUTION 3: FIX THE REMUNERATION OF THE AUDITOR
Pursuant to section 207T of the Companies Act 1993, Deloitte
is automatically reappointed at the Annual Meeting as auditor
of the Company. The resolution authorises the Board to fix the
remuneration of Deloitte as the Company’s auditor.
ROTATION OF DIRECTORS
The NZX Listing Rules require that no Director may hold office
(without-re-election) past the third annual meeting following that
Director’s appointment, or three years, whichever is the longer.
However, any such Directors may offer themselves for re-election
by shareholder approval in accordance with Rule 2.3.
Scott Technology’s Board regularly reviews Board membership,
and succession planning takes into account the skills, capabilities,
experience and knowledge required to provide effective oversight
of Scott Technology’s strategy and growth.
RESOLUTION 1: RE-ELECTION OF STUART MCLAUCHLAN
Stuart McLauchlan was re-elected as a Director by the
shareholders of Scott Technology on 3 December 2020. In
accordance with applicable NZX Listing Rules, Stuart retires
as a Director at the Annual Meeting and, being eligible, offers
himself for re-election by shareholders.
The Board unanimously supports his re-election and has
determined that Stuart is an Independent Director (within the
meaning of the NZX Listing Rules).
STUART MCLAUCHLAN, BCom, FCA, A.F.Inst.D
Term of office: First appointed in 2007
Board Responsibilities: Chairman, Independent Director,
Member of the Audit & Financial Risk Committee, and chair of
the Health & Safety Committee, the Governance, Remuneration
& Nominations Committee and the Treasury Committee.
Stuart is a Senior Partner of GS McLauchlan & Co Business
Advisors and Accountants, a prominent businessman and
company director. He is a director of EBOS Group Limited and
Argosy Property Limited and holds governance roles with a
number of private companies. He is also a past President of the
New Zealand Institute of Directors.
RESOLUTION 2: ELECTION OF JOHN KIPPENBERGER
John Kippenberger was elected as a Director by the
shareholders of Scott Technology on 3 December 2020. In
accordance with applicable NZX Listing Rules, John retires as
a Director at the Annual Meeting and, being eligible, offers
himself for re-election by shareholders.
The Board unanimously supports his re-election and has
determined that John is not an Independent Director (within
the meaning of the NZX Listing Rules) as he is Chief Executive
Officer of Scott Technology.
JOHN KIPPENBERGER, BBS, MBA
Term of office: First appointed in 2020.
Board Responsibilities: Executive Director, Member of the
Treasury Committee and the Health & Safety Committee.
EXPLANATORY NOTES
Notice of Annual Meeting 2023
Page 3

Notice of Annual Meeting 2023
Page 4
A corporation that is a shareholder may appoint a
representative to attend the Annual Meeting on its behalf
in the same manner as that which it could appoint a proxy.
Corporate representatives should bring along to the Annual
Meeting evidence of their authority to act for the relevant
corporation. Any person representing a shareholder(s) by virtue of
a power of attorney must bring evidence of their authority to vote
on behalf of the shareholder(s) and power of attorney.
If, in appointing a proxy, you do not name a person as your
proxy, but otherwise complete the proxy form in full, or your
named proxy does not attend the Annual Meeting, the Chair of
the Annual Meeting will be appointed your proxy and may only
vote in accordance with your express direction.
Proxy Forms must be received by Link Market Services no later
3:00pm on Monday, 20 November 2023.
Proxy Forms can be lodged by:
• Post to PO Box 91976, Auckland 1142
• Email to meetings@linkmarketservices.com
• Lodged online at
https://investorcentre.linkgroup.nz/voting/SCT
You will be required to enter your CSN/Holder number and
FIN and follow the instructions from there.
SHAREHOLDER QUESTIONS
Scott Technology offers the facility for shareholders to
submit questions to the Board in advance of the Annual
Meeting. Questions should be relevant to matters at the
Annual Meeting, including matters arising from the financial
statements, general questions regarding the performance of
Scott Technology, and questions with regard to the resolutions.
There will also be the opportunity for shareholders to ask
questions during the Annual Meeting.
Please submit questions by completing the section on the
Proxy Form and submitting to Link Market Services by 3:00pm
on Monday, 20 November 2023.
PRESENTATIONS AND SCOTT TECHNOLOGY
FY23 ANNUAL REPORT
The Annual Meeting presentations and voting results will be
released to the NZX and published on the Company website at
https://scottautomation.com/en/investor-centre/announcements
A copy of Scott Technology’s latest Annual Report is publicly
available, and copies of future Shareholder Reports will be
available on the company website at
https://scottautomation.com/en/investor-centre/reports-results
IMPORTANT INFORMATION
HYBRID ANNUAL MEETING
Shareholders will be able to attend, and participate in, the
Annual Meeting, either in person, or virtually, via an online
platform provided by Scott Technology’s share registrar, Link
Market Services at www.virtualmeeting.co.nz/sct23
If you will be attending online, you will require your Holder
Number for verification purposes.
Shareholders attending and participating in the Annual
Meeting virtually via the online platform will be able to vote
and ask questions during the meeting. More information
regarding virtual attendance at the Annual Meeting (including
how to vote and ask questions virtually during the meeting)
is available in the Virtual Annual Meeting Online Portal Guide,
which is available at
https://bcast.linkinvestorservices.co.nz/generic/docs/
OnlinePortalGuide.pdf
VOTING
The only persons entitled to vote at the Annual Meeting are
registered shareholders of Scott Technology (or their proxies or
representatives) as at 3:00pm on Monday 20 November 2023,
being not later than 48 hours prior to the start of the Annual
Meeting. Only the shares registered in those shareholders’
names at that time may be voted at the Annual Meeting.
Voting can be done by appointing a proxy to vote on your
behalf at the Annual Meeting, or by participating in the Annual
Meeting and voting.
No voting restrictions apply to the resolutions being
considered at the Annual Meeting.
RESOLUTIONS
Resolutions 1, 2, 3 and 4 are ordinary resolutions and are therefore
required to be passed by a simple majority of the votes of those
shareholders entitled to vote and voting on the resolutions.
PROXIES, CORPORATE REPRESENTATIVES AND
POWER OF ATTORNEY
Any shareholder may appoint another person or persons as proxy
to attend, and vote on his or her behalf at the Annual Meeting.
If a shareholder wishes to appoint a proxy to attend and vote in
their place, that shareholder should complete the Proxy Form
which is enclosed with this Notice of Meeting or follow the
instructions on the Proxy Form to lodge a proxy online.
A proxy does not have to be a shareholder in the Company.
The Chairman, the Directors and Chief Executive Officer offer
themselves as proxy to shareholders and, if given discretion,
will vote in favour of Resolutions 1, 2, 3 and 4.

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CSN/Holder Number: ...................


*.........................*














LODGE YOUR PROXY
Online:
https://investorcentre.linkgroup.nz/voting/SCT
Scan & email: Mail:
meetings@linkmarketservices.com Use the enclosed reply paid
envelope or address to:
Deliver: Link Market Services Limited
Link Market Services Limited PO Box 91976
Level 30, PwC Tower, Victoria Street West
15 Customs Street West, Auckland 1142
Auckland 1010


Scan this QR code with your smartphone and vote online



General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com




PROXY FORM / ADMISSION CARD FOR SCOTT TECHNOLOGY LIMITED’S 2023 ANNUAL MEETING
The 2023 Annual Meeting of shareholders of Scott Technology Limited (“Scott Technology”) will be held at Scott Technology, 630 Kaikorai Valley Road,
Dunedin on Wednesday, 22 November 2023 and virtually via an online platform provided by Scott Technology’s share registrar, Link Market Services at
www.virtualmeeting.co.nz/sct23 commencing at 3:00pm. If you will be attending online, you will require your Holder Number for verification purposes.
Scott Technology may hold the Annual Meeting as an online-only meeting if the company considers it necessary or desirable to do so to comply with any
applicable legal restrictions, or for health and safety reasons. If Scott Technology exercises its discretion to hold an online-only meeting, Scott
Technology will provide shareholders with as much notice as is reasonably practicable by way of an announcement to the NZX and on Scott
Technology’s website.

If you are not attending the Annual Meeting in person but wish to be represented by proxy, please complete and return this form (in accordance with the
lodgement instructions above) to Scott Technology’s share registry, Link Market Services Limited, by no later than 3:00pm, Monday 20 November 2023.
You can also appoint your proxy and vote on the resolutions on the reverse of this form online by going to https://investorcentre.linkgroup.nz/voting/SCT
or by scanning the QR code above with your smartphone. If you wish to vote in person, you should attend the Annual Meeting. Please bring this form
with you to the meeting to assist with your registration.

Appointment of proxy
If you are a shareholder entitled to attend and vote at the Annual Meeting, you are entitled to appoint a proxy or, in the case of a corporate shareholder,
a representative to attend and vote instead of you. This Proxy Form may be completed online, mailed, delivered, faxed 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 Scott Technology.
If you wish, you can appoint the Chairman, any Scott Technology Director or the Chief Executive Officer as your proxy. If you do not name a person as
your proxy, or your named proxy does not attend the Annual Meeting, but you have otherwise indicated on this form how you wish to vote, the Chair of
the Annual Meeting will be appointed as your proxy and will vote only in accordance with your express instructions.

Voting of your holding
Direct your proxy how to vote by making the appropriate election in respect of each resolution. If you elect “discretion” on any resolution, you are directing
your proxy or representative to decide how to vote on that resolution on your behalf and they may exercise your proxy even if they have an interest in the
outcome of that resolution (subject to any restrictions contained in the NZX Listing Rules). If you elect “abstain” on any resolution, you are directing your
proxy or representative not to vote on that resolution. If you make more than one election in respect of a resolution your vote will be invalid on that
resolution. If you return this form without directing the proxy how to vote on any particular matter, the proxy may vote as he/she thinks fit or abstain from
voting.
If you have chosen the Chairman, the Chief Executive Officer or another Director as your proxy then, if given discretion, they will vote in favour of
Resolutions 1 to 4.

Voting restrictions
No voting restrictions apply to the resolutions to be considered at the Annual Meeting.

Signing instructions for Proxy Forms
Individual
Where the holding is in one name, this Proxy Form must be signed by the shareholder or his/her attorney duly authorised in writing.
Joint Holding
At le
ast 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 Form is signed under a power of attorney, a certified copy of that power of attorney (unless already deposited with Link Market Services
Limited), together with a signed certificate of non-revocation of the power of attorney, must be returned to Link Market Services Limited with the completed
Proxy Form.
Corporate Shareholder
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 shareholder.

CSN/Holder Number: ...................


*................................*

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder(s) of Scott Technology Limited


appoint at
(full name of proxy) (e-mail address)

or failing that person at
(full name of proxy) (e-mail address)

as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Scott Technology to be held at Scott Technology, 630 Kaikorai
Valley Road, Dunedin and online on Wednesday, 22 November 2023, at 3:00pm and at any adjournment of that meeting. The proxy is appointed
to vote at the meeting on the resolutions set out below and to vote as my/our proxy thinks fit on any resolutions to amend any of those resolutions,
or any resolution so amended and on any other resolution proposed at the Annual Meeting (or any adjournment thereof) so as to give effect to
my/our intention as set out below where possible.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote. Please
note; for each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your behalf on a poll
and your votes will not be counted in computing the required majority for that item.
ORDINARY BUSINESS - To consider and, if thought fit, pass the following ordinary resolutions:

Tick () in box to vote

For Against Abstain Discretion

1. Re-Election of Director – Stuart McLauchlan
That Stuart McLauchlan, who retires as a Director and, being eligible, offers himself for
re-election by shareholders, be re-elected as a Director.
   
2. Re-Election of Director – John Kippenberger
That John Kippenberger, who retires as a Director and, being eligible, offers himself for
re-election by shareholders, be re-elected as a Director.
   
3. Re-Election of Director – Alan Byers
That Alan Byers, who retires as a Director and, being eligible, offers himself for re-
election by shareholders, be re-elected as a Director.
   
4. Auditor
To record the reappointment of Deloitte as auditor of the Company and to authorise the
Directors to fix the auditor’s remuneration.
   
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting, physically or via the virtual meeting platform at www.virtualmeeting.co.nz/sct23 will have the opportunity to
ask questions during the meeting. If you cannot attend the Annual Meeting but would like to ask a question, you can submit a question online by going to
https://investorcentre.linkgroup.nz/voting/SCT and completing the online validation process or completing the question section below and returning this
Proxy Form to Link Market Services. Questions will need to be submitted by 3:00pm on Monday, 20 November 2023. The Board will address and answer
questions at the Annual Meeting.

SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 3

Individual/Authorised Officer or attorney Individual/Authorised Officer or attorney Individual/Authorised Officer or attorney
Contact Name _ Contact Daytime Telephone Date
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.

Question:

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Corporate Markets
Before you begin
Ensure your browser is compatible.
Check your current browser by going to
the website: whatismybrowser.com
Supported browsers are:
To attend and vote you must have your
securityholder number and postcode.
Appointed Proxy: Your proxy number will
be provided by Link before the meeting.
Please make sure you have this
information before proceeding.
Virtual Meeting
Online Guide
•Chrome – Version 44 & 45 and after
•Firefox – 40.0.2 and after
•Safari – OS X v10.9 & OS X v10.10 and after
•Internet Explorer – 11
and up
•Edge – 92.0 and up

Virtual Meeting Online Guide
Step 2
Log in to the portal using your full name, mobile
number, email address, and participant type.
Please read and accept the terms and conditions
before clicking on the blue ‘Register and Watch
Meeting’ button.
Note: If you close your browser, your session will
expire and you will need to re-register. If using the
same email address, you can request a link to be
emailed to you to log back in.
1. Get a Voti
ng Card
To register to vote – click on the
‘Get a Voting Card’ button.
This will bring up a box which looks like this.
If you are an individual or joint securityholder you
will need to register and provide validation by entering your
securityholder number and postcode.
If you are an appointed Proxy, please enter the
Proxy Number issued by Link in the PROXY DETAILS section.
Then click the ‘SUBMIT DETAILS AND VOTE’ button.
Once you have registered, your voting card will appear with
all of the resolutions to be voted on by securityholders at
the 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 view all resolutions.
Securityholders and proxies can either submit a
Full Vote or Partial Vote.
Step 1
Open your web browser and go to
https://www.virtualmeeting.co.nz/sct23
Link Group Virtual Meeting Online Guide • 2
•A live webcast of the Meeting starts automatically
once the meeting has commenced. The meeting slides
will be transitioned throughout the webcast. If the
webcast does not start automatically please press the
play button and ensure the audio on your computer or
device is turned on.
•At the bottom – buttons for ‘Get a Voting Card’,
‘Ask a Question’ and a list of company documents to
download

Link Group Virtual Meeting Online Guide • 3
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 (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 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 on the ‘Submit Vote’ or
‘Submit Partial Vote’ button.
Note: You can close your voting card 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.
At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide
windows advising the remaining voting time. Please make any changes and submit your voting cards.
Once voting has been closed all submitted voting cards cannot be changed.

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 the category/resolution for your question.
Click in the ‘Question’ section and type your question and
click on ‘Submit’.
A
‘View Questions’ box will appear where you can view
your questions at any point. Only you can see the
questions you have asked.
If your question has been answered and you would like to
exercise your right of reply, you can submit another
question.
Contact us
New Zealand
T 0800 200 220
E meetings@linkmarketservices.co.nz
Note that not all questions are guaranteed to be
answered during the Meeting, but we will do our
best to address your concerns.
3. Downloads
View relevant documentation in the
Downloads section.
4. Voting closing
Voting will end 5 minutes after the
close of the Meeting.
At the conclusion of the 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 submitted your vote, you should do so now.
Virtual Meeting Online Guide continued
2. How to ask a question
Note:
Only verified Securityholders, Proxyholders and
Corporate Representatives are eligible to ask questions.
If you have yet to obtain a voting card, you will
be prompted to enter your security holder
number or proxy details before you can ask a
question. To ask a question, click on the ‘Ask a
Question’ button either at the top or bottom
of the webpage.
Link Group Virtual Meeting Online Guide • 4