New Zealand King Salmon Investments Limited logo

Notice of Annual Shareholders Meeting

AGM19 May 2024NZKConsumer Staples

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

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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

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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:

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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.

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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.

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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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