Hallenstein Glasson Holdings Ltd Notice of Meeting

NOTICE OF MEETINGNOTICE OF MEETING

NOTICE OF MEETINGNOTICE OF MEETING
Notice is given that the Annual Meeting of Shareholders of Hallenstein Glasson Holdings Limited (HGHL or the Company) will be held at
Rydges Latimer, 30 Latimer Square, Christchurch, and online at https://meetnow.global/nz on Tuesday 12 December 2023 at 10:00 am.
Please refer to the Virtual Meeting Guide available at www.computershare.com/vm-guide-nz for further information on how to participate
online.
The shareholders are invited to join the Directors for morning tea at 9:30am prior to the meeting.
AGENDA
GENERAL BUSINESS
1. Chairman’s Address
2. Executive Address
3. Annual Report
To receive the Annual Report, the financial statements and the Auditors’ Report for the financial year ended 1 August 2023.
4. Director Elections
To consider, and if thought fit, to re-elect as Directors of the Company (by ordinary resolution of the shareholders) the following persons,
who retire in accordance with the NZX Listing Rules and the Company’s constitution and offer themselves for re-election:
Resolution 4.1: To re-elect Tim Glasson as a Director
Resolution 4.2: To re-elect Karen Bycroft as a Director
Resolution 4.3: To re-elect Sandi Vincent as a Director
As at the date of the notice the Board considers Ms. Vincent and Ms. Bycroft to be Independent Directors, and that Mr. Glasson is not an
Independent Director, for the purposes of the NZX Listing Rules.
See the explanatory notes.
5. Directors Fees
To consider and, if thought fit, to pass the following resolution: “That the maximum aggregate remuneration payable to the Directors
(in their capacity as Directors) be increased to NZ$725,000 per annum, to be divided amongst the Directors at the discretion of the Board.”
See the explanatory notes.
6. Auditors
To record the reappointment of PricewaterhouseCoopers as Auditors of the Company pursuant to section 207T of the Companies Act 1993,
and authorise the Directors to fix the remuneration of the Auditors for the ensuing year.
RESOLUTIONS
The resolutions in items 4 to 6 above require approval by way of an ordinary resolution of shareholders. An ordinary resolution is a resolution
passed by a simple majority (i.e. over 50% of the votes of shareholders of the Company entitled to vote and voting).
ADDRESSES BY CHAIRMAN AND EXECUTIVE
Please note that for shareholders who are unable to attend the meeting, a transcript of the Chairman’s and Executive addresses to the meeting
(and any accompanying slide presentations) will be posted on the Company’s website at www.hallensteinglasson.co.nz and released to NZX’s
market announcement platform at the same time or before they are delivered to the meeting.
PROXIES
1. Any shareholder of the Company entitled to attend and vote at the Annual Meeting may appoint a proxy to attend and vote in the place
of that shareholder. A proxy need not be a shareholder of the Company.
2. A proxy granted by a company must be executed by a duly authorised director, officer or attorney of that company.
3. Enclosed with this Notice of Meeting is a proxy form. To be valid, the proxy form must be returned duly completed to Computershare
Investor Services Ltd, Private Bag 92119, Auckland 1142, so it is received no later than 10.00 am on Sunday 10 December 2023.
4. Each of the Directors of the Company listed below offers themselves as a proxy to shareholders:
Chairperson — W J Bell
T C Glasson
M J Ford
K Bycroft
G Popplewell
S Vincent
J Glasson
J Appleyard
5. If, in appointing a proxy, you have inadvertently not named someone to be your proxy, or your named proxy does not attend the meeting,
the Chair of the meeting will be your proxy and will vote in accordance with your express direction.

EXPLANATORY NOTESEXPLANATORY NOTES
AGENDA ITEM 4 — DIRECTOR ELECTIONS
Under NZX Listing Rule 2.7.1 a director must not hold office past the later of three years and the third annual meeting after their appointment
without being re-elected by shareholders.
Directors Tim Glasson, Karen Bycroft and Sandi Vincent retire in accordance with these requirements and, being eligible, offer themselves
for re-election.
Tim Glasson
Appointed: November 1985
Last re-elected: 9 December 2020
Tim is the Founder of Glassons womenswear retail chain and was appointed to the Board in 1985 on the merger of Glassons with
Hallenstein Brothers. He has a wealth of experience in retail previously holding the CEO role within the business for a number
of years.
Karen Bycroft
Appointed: 17 November 2014
Last re-elected: 9 December 2020
Karen is an Australia based retail consultant and executive coach who brings a deep and practical understanding of retailing with
20 years of corporate experience gained within a number of organisations in the UK and Australia.
She has held senior leadership roles in a number of high-profile UK brands including Interim Director of Marketing at Marks and
Spencer, Marketing Director at Adams Childrenswear, Head of Marketing at Woolworths, and Marketing Manager at Sears Menswear.
Karen combines her retail business knowledge with considerable experience in education. She has lectured in Retailing at Oxford
Brookes Business School (UK) and is also an Associate at Melbourne Business School where she facilitates and coaches on
Leadership Programs and the Executive MBA.
Sandi Vincent
Appointed: 9 October 2020
Last elected: 9 December 2020
Sandi has worked in the New Zealand wholesale and retail fashion industry for over 35 years and is currently joint Owner and
Managing Director of Harpers Fashions Ltd trading as Hartleys. Hartleys is a privately owned New Zealand company with 24 retail
stores. Sandi is passionate about fashion retail and providing customers with on trend quality garments. She has international buying
experience, working with key designers on branded product and the global sourcing of product.
The board unanimously supports the re-election of Tim Glasson, Karen Bycroft and Sandi Vincent.
AGENDA ITEM 5 — DIRECTORS FEES
The resolution in item 5 of the agenda proposes an increase in the pool of directors’ fees to $725,000 p.a. The pool of $585,000 p.a.
was approved six years ago, at the Company’s 2017 annual meeting. This was calculated on the basis of six non-executive directors.
Since that time there has often been seven or eight non-executive directors on the board. At the time of the relevant appointments
the board resolved to increase the fee pool as permitted by NZX Listing Rule 2.11.3, to enable the additional non-executive director(s)
to be paid directors’ fees in line with the other non-executive directors (excluding the chair). Directors’ fees paid in the 2023 financial
year totalled $647,000.
The proposed pool of $725,000 p.a. is calculated on the basis of seven non-executive directors, includes an inflationary adjustment,
and reflects the increased level of governance responsibilities held by directors across the Company’s operations in New Zealand
and Australia. The environment in which the Company operates continues to become more complex, resulting in increased demand
on directors’ time and broadening their scope of responsibilities in monitoring and assessing business compliance and performance.
The allocation of the pool of directors’ fees is a matter for the board from time to time. However, the current expectation is that
the pool will initially be allocated as follows:
— New Zealand based non-executive directors (x4) - $86,000 p.a.
— Australia based non-executive directors (x2) - $97,000 p.a.
— Chairman - $145,000 p.a.
— Chair, Audit Committee - $10,000 p.a.
— Deputy Chair, Audit Committee - $5,000 p.a.
— Chair, Remuneration Committee - $5,000 p.a.
— Chair, Nominations Committee - $5,000 p.a.
— Chair, Health & Safety Committee - $5,000 p.a.
— Chair, Sustainability Committee - $5,000 p.a.
The Company has an eighth director, James Glasson, who as an executive director of the Company and does not receive directors’
fees for his role on the board.
In accordance with NZX Listing Rule 6.3.1, no non-executive director or their Associated Persons (as defined under the NZX Listing
Rules) can vote on this resolution, unless casting votes under an express proxy of a person who is not disqualified from voting.

HALLENSTEINS.COM
GLASSONS.COM
HALLENSTEINGLASSON.CO.NZ

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Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
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How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
Any shareholder of the Company entitled to attend and vote at the Annual
Meeting may appoint a proxy to attend and vote in the place of that shareholder.
A proxy need not be a shareholder of the Company. Each of the Directors of the
Company listed below offers themselves as a proxy to shareholders:
Chairman – W J Bell
T C Glasson
M J Ford
K Bycroft
G Popplewell
S Vincent
J Glasson
J Appleyard
To do this, enter the name of your proxy in the space allocated in ‘Step 1’ of this
form. Alternatively you can appoint a proxy online at www.investorvote.co.nz.
If, in appointing a proxy, you have inadvertently not named someone to be your
proxy, or your named proxy does not attend the meeting, the Chair of the
meeting will be your proxy and will vote in accordance with your express
direction. In accordance with NZX Listing Rule 6.3.1, no non-executive director
or their Associated Persons (as defined under the NZX Listing Rules) can vote on
Resolution 5, unless casting votes under an express proxy of a person who is not
disqualified from voting.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you mark more than one box on an item your vote will be invalid
on that item.

Attending the Meeting in Person
Bring this form to assist registration. If a representative of a corporate
securityholder or proxy is to attend the meeting you will need to provide the
appropriate “Certificate of Appointment of Corporate Representative” prior to
admission.

Attending the Meeting Virtually
Shareholders can attend the meeting virtually through the Computershare
Meeting Platform https://meetnow.global/nz. To access the meeting, click ‘Go’
under the Hallenstein Glasson Holdings 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 available at
www.computershare.com/vm-guide-nz for further information on how to
participate online. You will need the latest version of Chrome, Safari or Edge to
access the meeting. Please ensure your browser is compatible.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.

Joint Holding
Where the holding is in more than one name, all of the securityholders
should sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
A proxy granted by a company must be executed by a duly authorised officer
or attorney of that company.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.
Go online to lodge your proxy or turn over to complete the form
Proxy/Voting Form
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your proxy to be effective it must be received by 10:00 am on Sunday, 10
th
December 2023.

or Sole Director/Director or Director (if more than one)
Securityholder 1Securityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Signature of Securityholder(s) This section must be completed.
SIGN
Appoint a Proxy to Vote on Your Behalf
Proxy/Voting Form
STEP 1
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in
computing the required majority.
Items of Business - Voting Instructions/Ballot Paper
STEP 2
hereby appoint
I/We being a shareholder/s of
Hallenstein Glasson Holdings Limited
of
or failing him/herof
AgainstFor
Proxy
Discretion
Abstain
Resolutions
Resolution 4
Resolution 5
Resolution 6
Director Elections:
4.1.

To re-elect Tim Glasson as a Director
4.2.

To re-elect Karen Bycroft as a Director
4.3.

To re-elect Sandi Vincent as a Director
That the maximum aggregate remuneration payable to the Directors (in their capacity as Directors) be increased to
NZ$725,000 per annum, to be divided amongst the Directors at the discretion of the Board.
To record the reappointment of PricewaterhouseCoopers as Auditors of the Company pursuant to section 207T of the
Companies Act 1993, and authorise the Directors to fix the remuneration of the Auditors for the ensuing year.
as my/our proxy to vote for me/us at the Annual Meeting of Shareholders of Hallenstein Glasson Holdings Limited to be held at Rydges Latimer, 30 Latimer Square,
Christchurch, and online at https://meetnow.global/nz on Tuesday, 12
th
December 2023 at 10.00 am and at any adjournment of that meeting.
If your proxy is not the Chairman 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):
ATTENDANCE SLIP
Annual Meeting of Shareholders of Hallenstein Glasson Holdings Limited
to be held at Rydges Latimer, 30 Latimer Square, Christchurch,
and online at https://meetnow.global/nz
on Tuesday, 12
th
December 2023 at 10.00 am.