Notice of Annual Shareholders Meeting
Notice of Annual Meeting
of Shareholders 2024
Dear Shareholder,
We invite you to join us for the Annual Meeting of Shareholders of
New Zealand King Salmon Investments Limited (“NZKS”).
In person:Online:
Queen Charlotte Yacht Club
Shelley Beach, Picton 7220, New Zealand
Wednesday 19 June 2024, 2:00pm NZT
Password: KingSalmon24
https://vimeo.com/event /4218893
2
New Zealand King Salmon Investments Limited ASM Notice 2024
ASM 2024
Voting
If you do not plan to participate in the meeting, I encourage you to vote by casting
your vote online in advance of the meeting, completing and returning the Proxy/
Voting form in advance of the meeting or appointing a proxy to vote on your behalf at
the meeting. There will be no option to vote online during the meeting this year.
Please note that advanced online votes, postal votes and proxy nominations must
reach Computershare by 2:00pm NZT on Monday 17 June 2024, two days ahead of
the meeting.
Please refer to the notes at the end of this Notice of Meeting for further information
on voting.
Questions Ahead of the Meeting
To assist the Board in providing answers to questions from Shareholders, NZKS is
offering the option for Shareholders to submit questions in advance of the meeting.
Questions should relate to matters that are relevant to the meeting including
matters arising from the financial reports and any general questions regarding the
performance of NZKS.
Individual responses to questions received in advance will not be provided, but at the
meeting the Chair will endeavour to address commonly raised questions. Please email
your questions to investor@kingsalmon.co.nz.
RSVP
Please let us know if you plan to attend the meeting in person by emailing
investor@kingsalmon.co.nz by Wednesday, 12 June 2024.
If attending in person, please bring your CSN or Proxy/ Voting Form with you
and visit the registration desk on arrival.
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New Zealand King Salmon Investments Limited ASM Notice 2024
Ordinary Resolutions
1. That the Board is authorised to fix the auditor’s
remuneration for the financial year ending 31
January 2025.
2. That the total annual remuneration available
to all Directors for their services as Directors
be increased from $600,000 to $660,000, an
increase of $60,000 (10%), for the financial
year ending 31 January 2025 and onwards, with
such sum to be divided amongst the Non-
Executive Directors as the Board may from
time to time determine.
3 Having been appointed during the year by the
Board and holding office only until the Annual
Meeting, that Mark Dewdney be elected as a
Director.
4. Having been appointed during the year by the
Board and holding office only until the Annual
Meeting, that Paul Munro be elected as a
Director.
Further information relating to the Resolutions is set
out in the Explanatory Notes accompanying this Notice
of Meeting. Please read and consider these Resolutions
together with the Explanatory Notes.
By order of the Board.
Mark Dewdney
Chair
20 May 2024
Items of Business
1. Chair’s Address
2. CEO’s Address
3. Ordinary Resolutions
4. General Business
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New Zealand King Salmon Investments Limited ASM Notice 2024
Explanatory Notes
An ordinary resolution is a resolution approved by
a majority of more than 50% of votes of those
Shareholders entitled to vote and voting on the
resolution.
Ordinary Resolution 1
Remuneration of Auditor
The current auditor of the Company, Ernst & Young,
will be automatically reappointed as the Company’s
auditor under section 207T of the Companies Act
1993. As a matter of good governance practice, a
formal request for proposal (RFP) process is currently
underway for the provision of external audit services for
the financial year ended 31 January 2025. If, following
completion of the RFP process, the Board resolves
to appoint a new external auditor, the Company will
release a market announcement pursuant to NZX
Listing Rule 3.20.1.
Under section 207S of the Companies Act 1993, the
auditor’s fees and expenses must be fixed in the
manner that is determined at the Annual Meeting.
Shareholder approval is therefore sought for the
Directors to fix the auditor’s remuneration for the
financial year ended 31 January 2025.
These notes form part of the
Notice of Annual Meeting
5
New Zealand King Salmon Investments Limited ASM Notice 2024
Ordinary Resolution 2
Directors’ Remuneration
This resolution seeks Shareholder approval to increase the aggregate amount of
remuneration (“fee pool”) that may be paid each year to the Directors of NZKS for
their services as Directors by $60,000 per annum (an increase of 10%), from a total
fee pool of $600,000 per annum to $660,000 per annum, effective for the financial
year ending 31 January 2025 and onwards, with such sums to be divided amongst
the Directors as the Board may from time to time determine. Shareholder approval is
required under NZX Listing Rule 2.11.1.
The current fee pool of $600,000 per annum was approved by Shareholders at NZKS’
2023 Annual Meeting.
If the proposed increase is approved by Shareholders, the Board will have discretion to
divide the fee pool amongst the Directors as it sees fit. However, the current intention
is for the proposed increase to be allocated as follows:
Board RoleAs at 31 January 2024ProposedAmount of increase
Independent Chair$130,000$140,000$10,000
Non-Executive Director$65,000$70,000$5,000
Chair Audit and Finance
Committee
$15,000$15,000$0
Chair of Nominations and
Remuneration Committee
$12,000$12,000$0
Chair Health, Safety & Risk
Committee
$12,000$12,000$0
Chair of Fish Farming Committee$12,000$12,000$0
Committee Members*$0$3,000$3,000
Total Director Fee Pool$600,000$660,000$60,000
* Excluding the Independent Chair who will not take any Committee Member fees
Role / CommitteeCurrent FeesRecommended Fees Range% Increase
Chair
$130,000$130,000$140,0000% - 8%
Director
$65,000$65,000$70,0000% - 8%
Committee Chair
$12,000 – $15,000$12,000$15,0000%
Committee Member
N/A$6,000$7,500N /A
The Board commissioned an independent Directors’ Fees Review from Strategic Pay,
which resulted in a recommended increase in Director Fees based on several factors.
These factors included NZKS’ organisation size, ownership, industry and relevant
market data. This market data includes market data from the 2024 Strategic Pay NZ
Directors’ Fee Report, and relevant market comparator information based on NZKS
market position. A summary of Strategic Pay’s report is available on NZKS’ website
at www.kingsalmon.co.nz/wp-content /uploads /2024/05/Directors-Fees-Review-
Summary-2024.pdf
The Board propose that the top end of the recommended fee for the Chair and Non-
Executive Directors is appropriate in addition to the reinstatement of committee
member fees at a lower level than the Strategic Pay recommendation (the Strategic
Pay report recommended committee member fees at up to half the Chair fee) in the
context of the company’s improved performance and the future workload expected of
Directors. The review outlined the following recommended fee range:
6
New Zealand King Salmon Investments Limited ASM Notice 2024
Ordinary Resolution 2 (Continued)
The Board considers that the increased annual fee pool
will allow for the remuneration of seven Non-Executive
Directors that reflects current market rates for the
role, is fair and reasonable remuneration and,
recognises the level of skill and experience required to
fulfil the role and enable NZKS to attract and retain
talented Non-Executive Directors.
An increase in fees recognises and reflects the
workload of Directors having regard to the number
of hours spent by the Board in preparation for and
attendance at Board and Committee meetings
and the complexity of compliance and regulation
requirements for the Company and its Directors.
If Shareholders approve Resolution 2, the increased
annual fee pool will apply until such time as the
amount is altered by an ordinary resolution of
Shareholders.
The Board unanimously recommends that Shareholders
vote in favour of Resolution 2.
Voting Restrictions
NZKS will disregard any votes on Resolution 2 by:
1. any Director of NZKS; and
2
. any Associated Person of any Director of NZKS,
except where any such vote is cast by the
Director or one of their Associated Persons as
proxy for a person who is entitled to vote and
the Director or that Associated Person votes in
accordance with express instructions to vote
for or against a particular resolution on the
Proxy/ Voting Form.
7
New Zealand King Salmon Investments Limited ASM Notice 2024
Ordinary Resolutions 3 and 4
Election of Directors
NZX Listing Rule 2.7.1 provides that any person who is appointed as a Director by
the Board must not hold office (without re-election) past the next Annual Meeting
following the Director’s appointment.
Mark Dewdney, who was appointed by the Board on 14 June 2023, is retiring in
accordance with NZX Listing Rule 2.7.1. Being eligible, Mr Dewdney offers himself for
election. The Board considers Mr Dewdney, if elected, will be an Independent Director
in terms of the NZX Listing Rules. The Board supports Mr Dewdney’s election as a
Director. A brief profile for Mr Dewdney is set out below.
Paul Munro, who was appointed by the Board on 1 March 2024, is retiring in
accordance with NZX Listing Rule 2.7.1. Being eligible, Mr Munro offers himself for
election. The Board considers Mr Munro, if elected, will be an Independent Director in
terms of the NZX Listing Rules. The Board supports Mr Munro’s election as a Director.
A brief profile for Mr Munro is set out below.
The Board unanimously supports the election of Mark Dewdney and Paul Munro and
recommends that Shareholders vote in favour of Resolutions 3 and 4.
Mark Dewdney
Independent Non-Executive Director
Mr Dewdney brings extensive governance experience, commercial and operational
experience to the role, particularly in the primary sector. Mr Dewdney has spent over
25 years in management positions with a range of companies, including Tatua Dairy
Co-operative, the NZ Dairy Group and Fonterra. From there he moved into his first
CEO position with the Livestock Improvement Corporation, before becoming CEO for
PGG Wrightson in 2013. Mr Dewdney is currently a Director of The Tatua Dairy Co-
operative and Marire General Partner Limited.
Paul Munro
Independent Non-Executive Director
Paul Munro is an accomplished finance professional with extensive governance
experience, including 24 years with Deloitte as a Corporate Finance Partner and
additionally holding a range of governance roles. Paul’s body of work traverses a range
of industry sectors, including agriculture, energy, professional services, distribution and
health care. energy, professional services, distribution and health care.
8
New Zealand King Salmon Investments Limited ASM Notice 2024
Voting
Voting on all Resolutions put before the meeting shall
be by way of poll. Shareholders are encouraged to cast
a postal or online vote or appoint a proxy to exercise
their vote on their behalf if they cannot attend the
meeting.
You may cast your vote in one of the ways described
below. You may abstain from voting on one or more of
the Resolutions.
1. Attending and Voting in Person
2. Online
Online voting instructions are included in the Proxy/
Voting Form which accompanies this Notice of Annual
Meeting. Online votes must be cast by 2:00pm NZT on
Monday 17 June 2024.
3. Casting a Postal Vote
The Board has determined that postal voting is
permitted. Postal voting instructions are included in
the Proxy/ Voting Form which accompanies this Notice
of Annual Meeting. To cast a postal vote you must
complete and return the Proxy/ Voting Form by post so
that your vote is received by the share registrar no later
than 2:00pm NZT on Monday, 17 June 2024.
The Chief Financial Officer, Ben Rodgers, has been
authorised by the Board to receive and count postal
votes at the meeting.
Eligibility to vote
Any Shareholder whose name is recorded in the
NZKS share register at 5:00pm NZT on Monday
17 June 2024 is entitled to attend the Annual
Meeting and vote (subject to the time limits for
returning Proxy/ Voting Forms).
4. Appointing a Proxy (or Representative)
A proxy need not be a shareholder of NZKS.
Instructions for appointing a proxy are included in the
Proxy/ Voting Form which accompanies this Notice
of Annual Meeting. You can appoint a proxy online or
by completing and returning the Proxy/ Voting Form.
Online proxy appointments must be completed by
2:00pm NZT on Monday 17 June 2024 or your Proxy/
Voting Form must be returned by post so that it is
received by the share registrar no later than 2:00pm
NZT on Monday 17 June 2024. You may appoint the
Chair of the meeting as your proxy. The Chair of the
meeting intends to vote any discretionary proxies in
favour of the Resolutions other than Resolution 2,
in respect of which voting restrictions apply. If your
named proxy does not attend the meeting or you have
ticked the proxy discretion box but not named a proxy,
you will be deemed to have appointed the Chair of the
meeting as your proxy.
---
Turn over to complete the form to vote
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should
sign.
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
This form should be signed by a Director jointly with another Director, or a
Sole Director can also sign alone. Please sign in the appropriate place and
indicate the office held.
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.
Attendance and voting
Voting on all resolutions put before the meeting shall be by way of poll.
Shareholders are encouraged to cast a postal or online vote or appoint a proxy
to exercise their vote on their behalf if they cannot attend the meeting.
You may cast your vote in one of the three ways described below. You may
abstain from voting on one or more of the resolutions.
(a) Online
Lodge your postal vote or proxy online at www.investorvote.co.nz
(b) Casting a postal vote
You may cast a postal vote on one or more of the resolutions by completing the
FOR, AGAINST or ABSTAIN boxes in ‘Step 1’ overleaf, signing this voting form
and returning it to the share registrar.
(c) Appointing a proxy
You may appoint a proxy to attend the meeting and either direct the proxy as to
how to vote or give the proxy discretion as to how to vote on the resolutions by
completing the FOR, AGAINST, ABSTAIN or PROXY DISCRETION box on ‘Step 1’
overleaf, completing the appointment of proxy details in ‘Step 2’ overleaf,
signing this Voting Form and returning it to the share registrar. The proxy need
not be a shareholder of the Company. You may appoint the Chair of the meeting
as your proxy. The Chair of the meeting intends to vote any discretionary
proxies in favour of the resolutions. If your named proxy does not attend the
meeting or you have ticked the proxy discretion box but not named a proxy, you will
be deemed to have appointed the Chair of the meeting as your proxy.
The company will disregard any votes on Resolution 2 by:
1. any Director of NZKS; and
2. any Associated Person of any Director of NZKS, except where any such vote is
cast by the Director or one of their Associated Persons as proxy for a person
who is entitled to vote and the Director or that Associated Person votes in
accordance with express instructions to vote for or against a particular
resolution on the Proxy/Voting Form.
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand)
to securely access InvestorVote and then follow the prompts to lodge your vote or appoint your proxy online.
Proxy/Voting Form
Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy or vote to be effective it must be received by 2:00pm (New Zealand time) on Monday, 17 June 2024.
Lodge your postal vote or proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119 Auckland 1142 New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
ShareholderShareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
Appointment of Proxy
STEP 2
If you mark any of the PROXY DISCRETION boxes above you must appoint a proxy. This may be the chair or any director if you so wish.
Please note: If you do not plan to attend the meeting, you may cast a postal vote or appoint a proxy to vote at the meeting.
Proxy
Discretion
For
Against
Abstain
Voting Instructions/Voting Paper
STEP 1
hereby appointof
or failing him/herof
I/We being a shareholder/s of New Zealand King Salmon Investments Limited
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of New Zealand King
Salmon Investments Limited to be held at the Queen Charlotte Yacht Club, Shelley Beach, Picton 7220, New Zealand at 2:00pm on Wednesday, 19 June 2024 and
at any adjournment of that meeting.
Ordinary Resolutions
Item 1
That the Board is authorised to fix the auditor’s remuneration for the financial year ending 31 January 2025.
Item 2 That the total annual remuneration available to all Directors for their services as Directors be increased from
$600,000 to $660,000, an increase of $60,000 (10%), for the financial year ending 31 January 2025 and
onwards, with such sum to be divided amongst the Non-Executive Directors as the Board may from time to
time determine.
Item 3
Having been appointed during the year by the Board and holding office only until the Annual Meeting, that
Mark Dewdney be elected as a Director.
Item 4
Having been appointed during the year by the Board and holding office only until the Annual Meeting, that
Paul Munro be elected as a Director.
ATTENDANCE SLIP
Annual Meeting of New Zealand King Salmon Investments
Limited to be held at the Queen Charlotte Yacht Club,
Shelley Beach, Picton 7220, New Zealand at 2:00pm
on Wednesday, 19 June 2024.
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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