T&G Global Limited/Announcement
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Notice of Annual Meeting 2024

AGM26 May 2024TGGConsumer Staples

Notice
of Annual

Meeting

2024

Notice is given that the one hundred and third Annual Meeting of

Shareholders of T&G Global Limited (“Company” or “T&G”) will be

held on:

Date: Wednesday 26 June 2024

Time: 10:00am

Venue: T&G Global Hub, Level 1, Building 1, Central Park,

660 Great South Road, Ellerslie, Auckland

(venue map at the back)

Fo r m at

The meeting will be held in person. Entry to the room will be available from 9:45am.

Tea and coffee will be served at the conclusion of the meeting.

Agenda
Proxies

A shareholder entitled to attend and vote at the

Annual Meeting is entitled to appoint a proxy to

attend and vote on their behalf. A proxy form is

enclosed with this notice of meeting. A proxy need

not be a shareholder. If a shareholder wishes to

appoint a proxy, then the proxy form completed by

the shareholder, must be received no later than

10:00am on Monday 24 June 2024.

The proxy form is to be sent to Computershare

Investor Services Limited, either by lodging the

form online at www.investorvote.co.nz, by mail

to Private Bag 92119, Takapuna, Auckland 1142,

New Zealand, by email to corporateactions@

computershare.co.nz or delivered to Level 2, 159

Hurstmere Road, Takapuna. To lodge the proxy

form online, shareholders will need their CSN/

Holder number, Postcode/Country of Residence

and the secure Control Number that is located on

the front of their voting/proxy form.

The Chair is willing to act as a proxy on behalf of

shareholders for any shareholder who may wish to

appoint him for that purpose. In addition, where a

shareholder does not name a person as their proxy

but otherwise completes the proxy form in full, or

where a shareholder’s named proxy does not attend

the meeting, the Chair will act as that shareholder’s

proxy and will vote in accordance with that

shareholder’s express direction. The Chair intends

to vote proxies for which he has discretion, and for

which he has authority to vote, in favour in respect

of all the resolutions.

Explanatory note to resolutions 1 – 3

NZX Listing Rule 2.7.1, requires that the Company’s

Directors must not hold office (without re-election)

past the third Annual Meeting of Shareholders

following their appointment or three years,

whichever is longer. Therefore, Marcus Pöllinger,

Andreas Helber and Ralf Tobias Priske will retire

at this year’s Annual Meeting and, being eligible,

offer themselves for re-election. The Board has

determined that Marcus Pöllinger, Andreas Helber

and Ralf Tobias Priske are Non-Independent

Directors in accordance with the NZX Listing Rules.

Explanatory notes

Presentations

A. Chair’s address

B. Chief Executive Officer’s address

Financial statements

To receive and consider the Financial Statements

together with the report of the Directors and auditor

for the period ended 31 December 2023.

Resolutions

Ordinary resolutions

The following ordinary resolutions will be voted on.

An ordinary resolution is a resolution approved by a

simple majority of votes of shareholders entitled to

vote and voting at the meeting in person or by proxy

or representative. There are no voting restrictions

on the resolutions to be considered at the meeting.

Election of Directors

To vote upon the election of the Directors of the

Company who are retiring by rotation in accordance

with the Constitution and the NZX Listing Rules

and, being eligible, offer themselves for re-election:

That Marcus Pöllinger be reappointed as a

Director of T&G Global Limited.

That Andreas Helber be reappointed as a

Director of T&G Global Limited.

That Ralf Tobias Priske be reappointed as a

Director of T&G Global Limited.

To vote upon the election of a Director appointed by

the Board during the year, who is required to resign

in accordance with the Constitution and the NZX

Listing Rules and, being eligible, offers himself for

election:

That Bastian von Streit be reappointed as a

Director of T&G Global Limited.

Appointment and remuneration of auditor

That under Section 207T(1) of the Companies

Act 1993 the reappointment of Deloitte be

confirmed, and that the Directors be authorised

to fix the fees and expenses of the auditor for

the ensuing year.

1

2

3

4

5

Marcus PöllingerMarcus Pöllinger joined the BayWa Group in 2008 and was appointed CEO of BayWa AG in
2023. Marcus has held various management positions at the Group and has been a member

of BayWa’s Board of Management since 2018 before becoming CEO.

Marcus graduated in business administration, having completed his professional training in

Munich, London and Sophia Antipolis (France). Marcus is the Chair of the supervisory boards of

BayWa Global Produce GmbH – Munich, Cefetra Group B.V. – Rotterdam and BayWa r.e. AG –

Munich and a member of the supervisory board of RWA Raiffeisen Ware Austria AG – Vienna.

Andreas HelberAndreas Helber has been BayWa’s Chief Financial Officer since 2010. Andreas began his

career at KPMG in Munich where he qualified as a tax consultant and auditor.

Andreas is a member of the supervisory boards of a number of private and listed companies

including R+V Allgemeine Versicherung AG – Wiesbaden, BayWa Global Produce GmbH –

Munich, BayWa r.e. AG – Munich, RWA Raiffeisen Ware Austria AG – Vienna, and Cefetra

Group B.V. – Rotterdam.

Ralf Tobias Priske (Tobias)Ralf Tobias Priske (Tobias) started working for the BayWa Group in 1998 as a member of

the Legal Department and had a leading role in the acquisition of the majority of the shares

of T&G by BayWa in 2012. From 2013 to 2015, Tobias worked for the renewable energy sector

of the BayWa Group as Deputy Legal Counsel focusing on establishing the renewable energy

business in the US. In July 2015, Tobias was appointed as BayWa AG’s Company Secretary

before becoming Head of Asset Management International in 2023.

Tobias is a Director of BayWa Agrar Beteiligungs GmbH – Munich and Cefetra Group B.V.

– Rotterdam and is Company Secretary of BayWa Global Produce GmbH – Munich and

BayWa Canada Ltd. – Vancouver.

Explanatory note to resolution 4

Bastian von StreitBastian von Streit was appointed by the

Board on 18 April 2024. Pursuant to NZX

Listing Rule 2.7.1, he is required to retire

at the Annual Meeting and, being eligible,

offers himself for election. The Board has

determined that Bastian von Streit is a

Non-Independent Director as defined in

the NZX Listing Rules.

Bastian joined the BayWa Group in 2011 and is Chief Financial

Officer for BayWa Global Produce GmbH – Munich and Head

of Finance for BayWa AG’s agriculture, agriculture equipment,

building materials and energy business units. He has over 20

years of corporate finance experience across Germany and

New Zealand.

After an initial engagement with Deloitte in 2005, Bastian

joined BayWa AG in 2011 as Head of Group Accounting. In

2017, he briefly left BayWa AG to step into the role of Head of

Finance at Willy Bogner GmbH & Co KGaA, before moving to

New Zealand in 2018 to become T&G Global’s Chief Financial

Officer. In 2021, Bastian relocated back to Germany and

became Chief Financial Officer at BayWa Global Produce

GmbH – Munich, with his role expanding in 2023 to take on

additional responsibilities across the BayWa Group. Bastian

studied at the University of Munich, where he graduated with

a degree in economics.

Explanatory note to resolution 5

Deloitte has been the auditor for T&G

Global Limited since the 2012 financial

year and will be automatically reappointed

at this Annual Meeting unless there

is a resolution or other reason for the

auditor not to be reappointed. The

Company wishes Deloitte to continue as

the Company’s auditor, and Deloitte has

indicated its willingness to do so.

The auditor’s fees and expenses must

be fixed by the Company at the Annual

Meeting, or in the manner that the

Company determines at the Annual

Meeting. Therefore, shareholders are

being asked to resolve that the Directors

be authorised to fix the fees and expenses

of Deloitte for the audit of the Company’s

financial statements for the year ending

31 December 2024.

Shareholder questions
Shareholders are invited to submit questions prior to

the Annual Meeting by email to info@tandg.global.

T&G will aggregate the main themes of questions

received by 5:00pm on Monday 24 June 2024 and

respond to them at the Annual Meeting. This means

that not every question submitted will be answered

individually and some questions may be covered in

the Chair or Chief Executive Officer’s address.

Procedural notes

T&G reserves the right not to address questions

that, in the Chair’s opinion, are not reasonable or

appropriate in the context of an Annual Meeting,

or any written questions in advance that were not

received in time. In addition, please note that not all

questions raised during the meeting may be able to

be answered immediately and, in this case, will be

followed up after the meeting.

Venue map

T&G Global Hub, Level 1

Building 1, Central Park

660 Great South Road

Ellerslie, Auckland

If traveling from Great South Road,

entry to Central Park, 660 Great

South Road, is via Park Avenue

(opposite One Tree Hill College).

Parking attendants will be available

within Central Park from 9:15am to

guide you to the T&G southern car

parking building. You will be directed

to park on levels 3 and 4 of the

building.

It is a 300 metre uncovered walk

from the car park to the T&G Global

Hub, located in Building 1.

T&G parking,

southern parking building

T&G Global Hub

(location of the

Annual Meeting

of Shareholders)

660 Great South Road

Entrance / Exit

Sultan Street

Entrance / Exit

Great South Road

Exit

La Quinta by

Wyndham Hotel

---

Lodge your proxy
Online

www.investorvote.co.nz

By Mail

Computershare Investor Services Limited

Private Bag 92119, Auckland 1142, New Zealand

Level 2, 159 Hurstmere Road, Takapuna,

Auckland 0622

By Email

corporateactions@computershare.co.nz

For all enquiries contact

+64 9 488 8777

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 appoint your proxy and exercise your vote online.

Proxy/Voting Form: T&G Global Limited Annual Meeting, 10.00am Wednesday, 26 June 2024.

Lodge 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 to be effective it must be received by 10:00am (New Zealand time) on Monday, 24 June 2024.

Turn over to complete the form to vote

How to Vote on Items of Business

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

Appointment of Proxy

If you do not plan to attend the meeting, you may appoint a proxy. A proxy need not

be a shareholder. The Chair of the meeting, or any other director, is willing to act as

proxy for any shareholder who wishes to appoint him or her for that purpose.

To do this, enter ‘the Chair’ or the name of your proxy in the space allocated in

‘Step 1’of this form. If you do not name a person as your proxy but you otherwise

complete your proxy form in full or if your named proxy does not attend the

meeting, the Chair will be appointed your proxy and will vote in accordance with

your express direction. The Chair intends to vote proxies for which he has

discretion in favour in respect of all the resolutions. No resolution is subject to any

voting restrictions.

Voting of your holding

Direct your proxy how to vote by marking one of the boxes opposite each item

of business. If you do not mark a box or if you mark more than one box on an item

your vote will be invalid on that item.

Attending the Meeting

If you are attending the meeting in person please bring this form to assist with

registration. If you change your mind on the appointment of a proxy or

representative, you can revoke the appointment by written notice to the Company.

Such notice must be received at the registered office of the Company.

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.

T&G Global Limited

@
Proxy/Voting Form

Appoint a Proxy to Vote on Your Behalf

STEP 1

hereby appointof

or failing him/herof

I/We being a shareholder/s of T&G Global Limited

Want to receive your communications quickly? Elect electronic communications by providing your email address below

Email Address

(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)

Items of Business - Voting Instructions/Ballot Paper

STEP 2

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

SIGN

or Sole Director/Director

Shareholder 1Shareholder 2Shareholder 3

Contact Name Contact Daytime Telephone Date

Ordinary Business

1.

That Marcus Pöllinger be reappointed as a Director of T&G Global Limited.

2.

That Andreas Helber be reappointed as a Director of T&G Global Limited.

3.

That Ralf Tobias Priske be reappointed as a Director of T&G Global Limited.

4.

That Bastian von Streit be reappointed as a Director of T&G Global Limited.

5.

That under Section 207T(1) of the Companies Act 1993 the reappointment of Deloitte be confirmed, and that the

Directors be authorised to fix the fees and expenses of the auditor for the ensuing year.

For

Against

Proxy

DiscretionAbstain

or Director (if more than one)


Elect Electronic Communications

as my/our proxy to exercise my/our vote at the Annual Meeting of Shareholders of T&G Global Limited to be held at T&G Global Hub, Level 1, Building 1, Central Park,

660 Great South Road, Ellerslie, Auckland on Wednesday, 26 June 2024 commencing at 10.00am and at any adjournment of that meeting.

ATTENDANCE SLIP

Annual Meeting of Shareholders of T&G Global Limited

to be held at T&G Global Hub, Level 1, Building 1,

Central Park, 660 Great South Road, Ellerslie, Auckland

on Wednesday, 26 June 2024 commencing at 10.00am.

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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