Notice of Annual Meeting

1
st
August 2024
Address
Dear [name],
On behalf of the LIC Board, we are pleased to invite you to attend LIC’s 2024
Annual Meeting on Wednesday 18th September at our headquarters in
Newstead, Hamilton.
Registration will be open from 3pm, with the meeting commencing at 4pm.
You are invited to join a tour of our facilities prior to the meeting. This will
include a tour of our Newstead bull farm, collection barn,and Customer
Experience Centre.
If you would like to attend this tour, please RSVP here.
The tour is capped, and therefore will be operating on a ‘first-in, first-
served’ basis.
We do appreciate this is a busy time of year for many of you, however, as an
NZX-listed company we are required to hold our Annual Meeting no later
than
six months after the c
lose of the financial year.
This year’s Annual Meeting will be held at LIC’s headquarters, Tempero
Centre, 605 Ruakura Road, Newstead, Hamilton.
I look forward to presenting our financial results for the 2023/24 year and
sharing what these results mean for LIC’s key focus areas for the year
ahead.
Our Chief Executive, David Chin, will cover our strategy and the progress
we’re making towards delivering our three commitments to you (operational
excell
ence, faster genetic improvement and software reliability and
performance).
We will also provide an overview of the research projects we have underway
to help keep your herd profitable and sustainable into the future.
The full list of business to be covered is set out in the Notice of Meeting
b
ooklet enclosed, along with your voting information and papers. We have
a number of governance and representation roles up for election this year
so please take the time to review this information and make an informed
vote. Voting closes on 16th September at 4pm. Votes can also be placed at
the Annual Meeting for those attending in-person and online.
Throughout the Annual Meeting you will have the opportunity to ask
questions. If
you are joining us online, you can send through your questions
using the chat function and we’ll answer these in the Q&A section at the end.
We hope to see you ther
e
Corrigan Sowman
LIC Board Chair
Private Bag 3016
Hamilton 3240
New Zealand
0800 264 632
www.lic.co.nz
Annual Meeting 2024
Save the date
18
th
September 2024
4.00pm
LIC Newstead,
605 Ruakura Road,
Newstead,
Hamilton 3286
Online at
www.lic.co.nz/
annual-meeting

---

There's always room
for improvement
18
th
September 2024 - 4.00pm
To be held at: LIC Newstead, Hamilton
and online at
www.lic.co.nz/annualmeeting
Notice of 2024
Annual Meeting

Compliance with NZX listing rules
NZ RegCo has reviewed the form of this Notice of
Meeting but neither it nor NZX take responsibility for
its contents.
Defined terms
Unless otherwise indicated, capitalised terms used
in this document have the specific meaning given to
them in the Glossary on page 44 of this document.
Enquiries
If you have any questions about the number of
shares you hold in LIC, or how to vote or complete the
Voting Form, please contact the Election Helpline on
09 375 5998.
Introduction4
Notice of Meeting5
Resolutions5
Explanatory Notes8
How to Cast a Vote37
Disclosures of financial
assistance as required under
the Companies Act 1993
40
Glossary44
Directory46
Contents
Invitation
On behalf of the LIC board, we are
pleased to invite you to attend LIC’s
2024 Annual Meeting on Wednesday
18th September at our headquarters in
Newstead, Hamilton.
Registration will be open from 3pm, with
the meeting commencing at 4pm.
You are invited to join a tour of our
facilities prior to the meeting, which will
include our bull farm, collection barn,
and Customer Experience Centre. If you
would like to attend the tour, please
RSVP here. The tour is capped at 25
shareholders so will be operating on a
‘first-in, first-served’ basis.

54
Introduction



The business to be conducted at this Annual Meeting
consists of the usual business conducted at each annual
meeting (or “Business as Usual” matters).
The “Business as Usual” matters comprise the following
matters:
(a) Presentation of annual financial statements and
associated reports
(b)
Approval of LIC Directors’ Remuneration
(c) Approval of LIC Shareholder Reference Group
Remuneration
(d) Reappointment of KPMG as external auditor
(e) Election of one Elected Director for the North Island
Region
(f) Election of one Elected Director for the South Island
Region
(g) Election of one Shareholder Reference Group (SRG)
members for the Upper North Island Territory
The above matters are presented in the Notice of Meeting,
with further details provided in the following Explanatory
Notes.
Notice of
Annual Meeting


1
Available on LIC’s website (www.lic.co.nz/shareholders/annual-reports)
or on request, phone (07) 856 0700.
Notice is given that the 2024 Annual Meeting of the
Shareholders of Livestock Improvement Corporation
Limited will be held at LIC, 605 Ruakura Road, Newstead,
Hamilton commencing at 4.00pm on Wednesday 18
September 2024, with registration commencing at 3.00pm.
The meeting will be a hybrid meeting, meaning that
Shareholders will also have the option of participating
online at www.lic.co.nz/annualmeeting.
Business as Usual Matters
Item 1: Presentation of annual financial statements
and associated reports
To receive and consider the Company’s Financial
Statements for the year ending 31 May 2024 and the
associated Directors’ and auditor’s reports, all as set
out in the Annual Report.
1
Item 2: Resolution 1: Approval of LIC Directors’
Remuneration
To receive and consider the LIC Honoraria Committee’s
recommendation as to Directors’ remuneration, and if
thought fit, to resolve by way of ordinary resolution to:
“Approve the total remuneration of all nine Directors to
be a maximum of $783,000 per annum.”
Item 3: Resolution 2: Approval of LIC Shareholder
Reference Group Remuneration
To receive and consider the LIC Honoraria Committee’s
recommendation as to Shareholder Reference Group’s
remuneration, and if thought fit, to resolve by way of
ordinary resolution to:
“Approve the total remuneration of all Shareholder
Reference Group members being increased from
$199,000 to $213,000 and the daily allowance remains
the same at $400 per day.“
4

76
Item 4: Resolution 3: To re-appoint KPMG as external
auditor
To consider, and if thought fit, to resolve by way of ordinary
resolution to:
“Re-appoint the chartered accountancy partnership
KPMG as the auditor until the conclusion of the Company’s
next Annual Meeting, and that the Directors be authorised
to fix its remuneration.”
Item 5: Resolution 4: To elect one Elected Director for the
North Island Region
To consider, and if thought fit:
“Elect ONE (1) candidate representing the North Island, as
an Elected Director to the Board of Directors with effect
from the conclusion of this Annual Meeting.”
Note that only Shareholders in the North Island are eligible
to vote on this resolution. This resolution is determined
using First Past the Post, as described at (c) of the
Procedural Notes.
Item 6: Resolution 5: To elect one Elected Director for the
South Island Region
To consider, and if thought fit:
“Elect ONE (1) candidate representing the South Island, as
an Elected Director to the Board of Directors with effect
from the conclusion of this Annual Meeting.”
Note that only Shareholders in the South Island are eligible
to vote on this resolution. This resolution is determined
using First Past the Post, as described at (c) of the
Procedural Notes.
Item 7: Resolution 6: To elect one member of the
Shareholder Reference Group for the Upper North Island
Territory
To consider, and if thought fit:
“Elect ONE (1) candidate from the Upper North Island
Territory to the Shareholder Reference Group with effect
from the conclusion of this Annual Meeting.”
Note that only Shareholders in the Upper North Island
Territory are eligible to vote on this resolution. This
resolution is determined using First Past the Post, as
described at (c) of the Procedural Notes.
Item 8: General business.
Expected Closure: 5.30pm - light refreshments will be
served.
Procedural notes
(a) Explanatory Notes relating to the resolutions above
are set out in the following pages.
(b) Resolutions 1 to 3 need to be passed by ordinary
resolutions, i.e. by a simple majority of the votes of
those Shareholders entitled to vote and voting on the
relevant resolution. If these resolutions do not pass by
the requisite threshold the recommendations to which
they relate will not be effective.
(c) LIC uses the First Past the Post system for Board,
Shareholder Reference Group and Honoraria
Committee elections. This means that the candidates
receiving the highest number of votes on resolutions
4-6 will be successfully appointed.
(d) In accordance with the Constitution, no person may
exercise, or control the exercise of, more than 1% of the
maximum number of votes that may be exercised at a
meeting of LIC.
(e) For each resolution, the votes counted include valid
postal votes, electronic votes and the votes of proxies
and representatives.
(f) All resolutions will be determined on the basis of a poll
in accordance with NZX Listing Rule 6.1.1.

98
Explanatory Notes

Items 2 and 3 - Resolutions 1 and 2: Approval of
LIC Directors’ Remuneration and approval of LIC
Shareholder Reference Group Remuneration.
Honoraria Committee


Clause 24.2 of LIC’s Constitution (Corporate governance
| LIC) sets out the requirement for LIC to maintain an
independent Honoraria Committee. The Honoraria
Committee is tasked with considering and recommending
to LIC Shareholders any changes to the form, and amount
of remuneration paid to LIC’s Directors and Shareholder
Reference Group members. Clause 24.2 also sets out the
process by which Shareholders can be elected to the
Honoraria Committee.

In this Notice of Meeting, you will find two resolutions
relating to LIC’s Honoraria Committee and the work
that they do on behalf of their fellow LIC Shareholders.
Resolutions 1 and 2 respectively are the Committee’s
recommendations to increase the current level of
Directors’ and Shareholder Reference Group members’
remuneration. Director remuneration must be approved by
an ordinary resolution of Shareholders (as set out in Listing
Rule 2.11.1).
The Honoraria Committee is made up of between two and
four Shareholders, and is currently chaired by Ian Brown
of Tokoroa. Each member of the Committee holds office
for a period of two years and can stand for re-election at
the end of their term. The current Honoraria Committee
members are:
»Ian Brown (Chair)
»Gordon Glentworth
»Scott Montgomerie (retiring at the conclusion
of this meeting)
»Shirley Trumper
»Ellen Bartlett ( joining the committee at the
conclusion of this meeting)

Each bring to the Honoraria Committee their depth of
knowledge and experience of governance within the
agricultural sector, and most have experience on
other bodies that consider Board remuneration. Further
information on the current members can be found here
Honoraria Committee | LIC.
It is important to note that the Honoraria Committee
undertakes its role and activities independently of LIC,
the LIC Board and the Shareholder Reference Group.
Neither the Board or the Shareholder Reference Group
set, or recommend, the level of the fees that they receive.
Furthermore, under the NZX Listing Rules, LIC Directors
and any person associated with that Director, are
disqualified from voting on Resolution 1.
The Honoraria Committee met twice this year to consider
the remuneration paid to LIC Directors and members
of the Shareholder Reference Group. In reaching their
recommendations to Shareholders, the Honoraria
Committee has considered, reviewed, and analysed
the comprehensive data and information provided by
Strategic Pay and the Institute of Directors. The Honoraria
Committee also considered the published remuneration
data, practices, and policies from several organisations in
New Zealand within both the agricultural sector and other
sectors.
The Honoraria Committee also met with LIC’s Chief
Executive, the Chair of the LIC Board, an Appointed
Director, and the Chair of the Shareholder Reference
Group to understand the nature of the issues before the
Board and the Shareholder Reference Group. These issues
included the workload on Directors and Shareholder
Reference Group members, plus other relevant matters.
This, together with their wider industry experience, has
informed their recommendations to LIC Shareholders.
Director Honoraria

It is the Honoraria Committee’s view that it is imperative
that LIC maintains a high caliber of Directors on its
Board. Elected Directors bring a strong understanding
of the co-operative, the New Zealand dairy industry, as
well as the challenges ahead of the industry. Appointed
Directors bring to the Board a balance of skills and
experience relating to international markets, mergers
and acquisitions, health and safety, technology, finance,
risk, and they often have exposure to other complex
businesses.
The aim of the Honoraria Committee is to ensure that
Directors’ remuneration is relevant and includes some
recognition of potential opportunities foregone to them,
while being sufficient to attract and retain good governors.
Directors’ remuneration needs to continue to reflect the
substantial workload and ever-increasing obligations
on New Zealand Directors. The Honoraria Committee is

1110
CurrentRecommended$ increase
$150,000
$100,000
$50,000
$0
Board recommendations 2024
Board ChairBoard DirectorBoard Pool
acutely aware that as a company listed on the NZX, the
level of compliance and scrutiny on LIC is higher than for
a non-listed company and there is no evidence that the
Directors’ workload will decrease in the foreseeable future.
Director Honoraria -
recommendations

The Honoraria Committee recommend the following
increases to Directors’ remuneration, to take effect from
the conclusion of the 2024 Annual Meeting:
PositionCurrentRecommended$ Increase
Chair$143,000$145,000$2,000
Director$65,000$71,000$6,000
Discretionary
pool*
$60,000$70,000$10,000
Total$723,000$783,000$60,000
* Maximum pool available for additional duties and
specialist skills, including roles as Committee Chairs.
It is the Honoraria Committee’s considered view that
the honoraria currently paid to LIC Directors is not
sufficient to maintain relative remuneration parity with
similar organisations. Therefore, it has the potential
to put pressure on LIC’s ability to attract and retain
good governors. In addition, the Honoraria Committee
considers that the current level of remuneration does not
fully recognise the time and commitment required to be a
Director of LIC.
If Resolution 1 does not pass, the Directors will continue to
be remunerated at the level previously approved at LIC’s
2023 Annual Meeting.
Shareholder Reference Group
Honoraria
The Honoraria Committee considers the Shareholder
Reference Group (SRG) to be an important contributor
to LIC. Therefore, the Honoraria Committee understands
the level of remuneration paid to its members needs to
be sufficient to attract Shareholders of the appropriate
caliber, especially to work on behalf of their fellow
Shareholders in fulfilling the SRG’s role.
The SRG’s current remuneration was approved by
Shareholders at the 2023 Annual Meeting, acknowledging
the continuing increase in the workload of the SRG
resulting from its role change in 2020.
202320222021202020192018201720162015201420132012
$150,000
$100,000
$50,000
$0
Chair & Director fees (2012-2023)
ChairDirectorPool

1312
Number of shareholder events attended
JUNE
OCTOBER
DECEMBER
FEBRUARY
APRIL
10
4
12
3
8
The Honoraria Committee is aware that there are very
few organisations which have a body similar to LIC’s
Shareholder Reference Group that it can use for direct
comparison when it comes to considering the SRG’s
honoraria. The Honoraria Committee drawns on its
knowledge and experience of the effort required for
individuals to contribute both behind and beyond the farm
gate when exercising judgement in this area.
The SRG has implemented some Key Performance
Indicators (KPIs) over the past year to measure their
performance; the key measures from 2023-2024 are
illustrated below:
The level of remuneration needs to ensure a fair
recognition of the members increased focus away from
their own farm operations. Due to the time spent off farm
on LIC activities, their personal commitment to the co-
operative, and other off-farm opportunities foregone the
Honoraria Committee is recommending an increase in the
Group’s remuneration as set out below.
Shareholder Reference Group
Honoraria - recommendations

The Honoraria Committee recommends the following
increases to the remuneration paid to members of the SRG.
These increases would take effect from the 2024 Annual
Meeting.
PositionCurrentRecommended$ Increase
SRG Chair$40,000$42,000$2,000
SRG Deputy
Chair
$19,000$21,000$2,000
SRG
Member
$14,000$15,000$1,000
Total$199,000$213,000$14,000
Daily
Allowance *
$400$400$0
Number of Ideas/issues escalated
0
5
10
15
20
JUNE
OCTOBERDECEMBERFEBRUARY
APRIL
Number of interactions with LIC staff
JUNE
OCTOBER
DECEMBER
FEBRUARY
APRIL
0510152025303540
0
5
JUNE
OCTOBERDECEMBERFEBRUARY
APRIL
Number SLT presenting at SRG meetings

1514
Item 4: Resolution 3: To re-appoint KPMG as external
auditor
To consider, and if thought fit, to resolve by way of ordinary
resolution to re-appoint the chartered accountancy
partnership KPMG as the Auditor until the conclusion of the
Company’s next Annual Meeting, and that the Directors be
authorised to fix its remuneration. The Board recommends
to Shareholders that KPMG be re-appointed as the
external Auditor for the current year.
Item 5: Resolution 4: To elect one Director for the North
Island Region
The Board does not currently have sufficient information to
form a view on whether the candidates nominated for
election to the North Island Director seats would qualify as
“Appointed Directors” for the purposes of the NZX Listing
Rules.
CurrentRecommended$ increase
$50,000
$0
SRG Recommendations 2024
SRG ChairSRG Deputy ChairSRG Member
$40,000
$30,000
$400
$20,000
$10,000
$200
$300
$100
$0$0
Shareholder Council 2012-2020
Shareholder Reference Group 2021-2023
Chair
Member
Daily Allowance
Deputy Chair
202320222021202020192018201720162015201420132012
* Paid for time spent on extraordinary duties
If Resolution 2 does not pass, the Shareholder Reference
Group will continue to be remunerated at the level
previously approved at LIC’s 2023 Annual Meeting.

1716
Kevin Argyle
Governance experience:
»Manawatu District Council (3 years)
»Director Magritek (technology and innovation
company)
»Completed the Fonterra Governance development
programme
»Completed the Institute of Directors full course
Management experience:
»General Manager R and D Meat and Livestock
Australia
»Director Major Innovation Dairy Australia
»Co-Director DairyBio and DairyFeedBase, JV
Research and Innovation
»Programmes https://dairybio.com.au/aboutus/
»https://dairyfeedbase.com.au/
»Fonterra on-farm R & D Programme Manager
»AgResearch- Dairy Portfolio Manager
»Dairy NZ- Regional Manager, Lower North Island
»Massey University – CEO Massey Ventures Ltd
»Finance Director
»Fonterra Research Centre – General Manager,
Finance & Knowledge Management
Why am I standing to be a Director?
LIC and the dairy Industry in general are facing some big
challenges and opportunities ahead, and the cooperative
needs strong experienced governance on the LIC Board.
I want to ensure shareholder expectations are met, and
they can have absolute confidence in the technology and
services provided.
I have the ability to contribute as a director through a
farmer lens, to ensure the vision and performance meets
stakeholder expectations. I will aim to achieve this through
having a clear strategy to proactively address new and
emerging challenges and capture significant opportunities
LIC and dairy farmers have.
I want to ensure the co-operative Board has strong
strategic leadership with a Board setting clear vision and
long-term goals. Backed up with a strategy to achieve
and implement these goals, through organisational
performance, delivering technology, products and
solutions required/expected by farmers.
Why I know I would make a good Director?
I would make a significant contribution on the Board for
the following reasons:
»In depth dairy farming, systems, and industry
knowledge
»Strategic planning and implementation
»Commercial/Business acumen
»Agtech and innovation experience
»Solid understanding of the dairy industry and LIC
»Good communication, customer, and stakeholder
relationship skills
»Honesty and integrity being key values I hold
»Customer and stakeholder insights
»Governance experience
I appreciate your support in electing me as your Director.
I can be contacted on 0274319990.
Director Candidates North
Island in alphabetical order:

1918
David Lawton
Whilst farm ownership came later in my life, I have always
been passionate about dairy farming. I started my working
life as a farmhand for a dairy farmer whom focused on
herd improvement. This led me to a passion of becoming a
dairy vet with a particular interest in herd health, nutrition,
and production. Then, when I was employed at Massey
University I had the opportunity to develop my interest in
whole-farm consultancy, to both dairy and pig farmers.
I also have a passion for farm data and optimising
its utility. In my role as Lecturer in Animal Health
Information, I was the technical vet within the DairyWIN
team immediately preceding its purchase by LIC and
assimilation into MINDA. This gave me an appreciation
of the value of data for optimal decision making, herd
improvement and better farming. My subsequent role as
Senior Lecturer in Pig Medicine and Production paved
the way to a thriving consultancy practice that I still
service thanks to the wonderful support of very capable
sharemilkers.
I believe it’s my involvement with the pig industry
necessitated the development of skills relevant to the LIC
Board. I have experience in how the government works.
I have been closely involved in technical aspects of risk
assessment. underpinning the development of IHSs for
semen and meat covering the wide range of threats
including FMD.
I have a considerable amount of broader experience in
biosecurity, both on the ground as an investigator, and
as a participant on numerous Expert Technical Advisory
and Working Groups. I have practical knowledge of
genetic improvement through my association with both
LIC Director Election 2024 - North
Island Candidate Profile & Rating

Kevin Argyle
Kevin has broad executive industry and dairy farm management
experience ‘beyond the farm gate’ with roles in research and
development (R&D), operations management and finance. He
notes his farm systems, agritech and innovation experience as
motivation in standing for the LIC role.
Kevin is a director and principal shareholder of a 186 ha, 560
cow dairy farm and is a previous winner of the Lower North
Island NZ Dairy business of the year. He has built broad sector
and regulatory networks across Australasia through roles in
Dairy Australia, Fonterra and DairyNZ.
At Dairy Australia (the Australian national body for the dairy
industry), Kevin was the Director Major Innovation and CEO
of 2 joint venture entities. With an OPEX of $30m, Kevin led 85
staff, secured over $100m in new funding and was responsible
for project strategy, managing industry risk, and engaging
with diverse sector and regulatory national and international
stakeholders.
Kevin was the Programme Manager On-Farm R&D at Fonterra,
focused on increasing farm productivity through agritech and
farm systems. At AgResearch (a Crown Research Institute) he
grew the dairy portfolio through securing new investment. He
was CEO of Massey Ventures, the early stage investment and
research commercialisation
arm of Massey University.
Through these roles, Kevin has reported to boards and CEOs.
His prior governance roles include director of Magritek Ltd
and a Manawatu District Councillor.
If elected, this would be Kevin’s largest scale commercial
governance role. He would focus on applying his recent
Australian and executive dairy experience to the NZ context
and LIC’s commercial and operational scale.
Kevin is a careful and logical thinker and is able to contextualise
both the short- and long-term consequences of decisions.
He will likely enjoy collaborative meeting environments where
diverse perspectives are used to build towards consensus.
Kevin has a Bachelor of Business Studies and Diploma in Rural
Studies. He is a Chartered Accountant and member of the NZ
Institute of Primary Industries and Institute of Directors
(IoD). He has completed the Fonterra Governance
Development Programme and IoD Company Directors’ Course.

2120
the pig breeding companies that serve the NZ industry
and import semen to support their breeding programmes.
At present, I am in my third term as a farmer-elected
Director of the Pork Industry Board and have undertaken
formal governance training, most recently completing the
Fonterra GDP.
Thank you for your time, I look forward to bringing my skills
and enthusiasm to LIC should you give me your support.
I commit to ensuring that LIC lives up to its core function
and name: livestock improvement.
LIC Director Election 2024 - North
Island Candidate Profile & Rating

David Lawton
David draws from a depth of veterinary, farm consultancy
and academic experience in the pig sector. He notes his
continued interest in the dairy sector as motivation to apply
these skills and stand for the LIC role.
David is a first-generation dairy farmer and owns and
manages a 360-cow operation. He is a farmer-elected
director of the Pork Industry Board, a statutory industry
board advocating for commercial pig farmers and
reinforcing industry welfare standards.
David is currently a farm consultant providing health,
veterinary and production services to commercial pig
farmers. He has helped develop a range of welfare and
disease management standards in NZ, including the
establishment of PigCare (an industry assurance and
certification programme) where he is also an auditor.
He develops and assesses Primary ITO training to the
sector. Earlier in his career he held university and lecturing
roles and has a number of refereed publications. As a
lecturer in Animal Health Information, he gained further
insight to utilising farm data through DairyWIN prior to its
purchase by LIC.
He has gained supply chain exposure through co-owning
Ecopharm (a pharmaceutical and feed additive supply and
distribution company) and broad biosecurity experience
as a participant in Expert Technical Advisory and working
groups.
LIC is of larger operational scale than David’s prior roles. If
elected, focus areas may include expanding his experience
in data commercialisation and commercial strategic
planning in the governance setting and LIC’s dairy focus.
David is a logical decision-maker and balances focus
between short- and long-term thinking. He has an
inquisitive and forthright communication style. He is
expected to enjoy meeting environments where constructive
challenge is welcomed to test ideas and build towards
consensus.
David has a broad range of academic qualifications
including a Bachelor of Science, PhD, Master of Veterinary
Studies, Bachelor of Theology and Postgraduate Diploma in
Business

2322
Mike O’Connor
up a sharemilking position. This was the beginning of a
twelve-year sharemilking career which helped Andrea and
I achieve farm ownership in 1992 at Te Kawa south of Te
Awamutu, where we currently reside.
Since then, our business has evolved by seeking
opportunities, using sound business principals, and striving
for operational excellence to become a business with
multiple dairy and dairy support operations based in the
King Country, Waikato, and Canterbury.
Throughout my career, we have supported and been
supported by agricultural cooperatives which, in my
opinion, are essential to farmer prosperity, but will only
be retained with clear purpose shareholder support and
leading-edge efficiency.
In our own business we enjoy the benefit of clear
governance with a separation to management,
organisational structure, and sufficient operational
monitoring to provide control. The experience I have
gained throughout my career goes beyond the farm
gate, and I think that now is the time that I can share this
at board level as a way of giving back to LIC which has
played such an important role in our business.
Within our personal operation and Spectrum Group, we
aim to provide opportunities for new generation farmers to
learn the business of farming and the principles required
to be successful in agriculture. Rural New Zealand is being
asked to lead towards a more sustainable future and in my
opinion, LIC will be an essential participant in improving
efficiency and developing competence. I believe that this
will require clarity of purpose and shareholder support.
Requisite Attributes for the Role:
»I’m experienced in the business of farming
from what is required “in the paddock” to the
organisation, governance, and management
of multi farming operations in different regional
locations.
»I have gained corporate exposure in my role as
Managing Director of Spectrum Group, guiding
the business through a complex financial and
organisational restructure which reset the original
framework allowing the business to evolve to new
levels.
»During my career, I have sought adult learning to
complement my experience and keep an enquiring
mind.
»I recognise the importance of people and
performance in business and enjoy helping develop
potential.
I am proud of what we as farmers have achieved but
there is always more to do. The use of technology and
data uptake is evolving quickly to meet the demands of
an influential generation. Meeting these demands can
be both challenging and inspiring but I believe that LIC is
well placed to lead efficiency through breeding, and the
delivery of new and practical technology keeping animal
production on the front line.
Experience:
Diploma in Agriculture- Massey University
Winner - Waikato Sharemilker of the Year 1988.
Participant - Kelloggs Rural Leadership Programme.
Participant - NZ Icehouse Leadership Programme.
Participant - Fonterra Governance Development
Programme 2010.
Participant – Seven Habits Programme.
Participant - ASB FAME Programme 2008.
Past Chairman – NZ Large Herds Conference, Waikato.
Directorships:
Director - Te Awamutu Veterinary Association, 1990 – 1996.
Past School Board of Trustees Chair.
Managing Director - Spectrum Group, associated
companies and personal businesses.
Chairman - Koromiko Grazing Ltd.
Trustee – Otorohanga Kiwi House Charitable Trust.
I would be honoured to serve as a director of LIC and
would strive to make a meaningful contribution.
I therefore seek your support in this election.

Contact: 027 476 9794

2524
LIC Director Election 2024 - North
Island Candidate Profile & Rating

Mike O’Connor
Mike draws from a depth of corporate farming and
operational leadership experience. He is motivated to stand
for this role as a way to ‘give back to LIC’.
Mike is the Managing Director and majority shareholder of
Spectrum Group, with a portfolio of 5 dairy farms and 1 dairy
support operation in Canterbury and 4 dairy operations in
Waikato. He is also Chair of Koromiko Grazing, a large scale
operation specialising in dairy heifer grazing and running
ewes and beef cattle.
Mike is a founding partner of Spectrum (which consisted of
12 dairy properties and a large grazing block at its peak).
As the Group GM since 2007, he led significant growth and a
corporate restructure in 2013 to help scale the business.
Through his leadership he has a depth of dairy farming
experience in land development and investment, managing
multiple farm operations in different regions. He has
demonstrated skillsets in strategic growth planning and
implementation, corporate business banking, operational
leadership (including health and safety, staff development
and HR resourcing) and on-farm sustainability initiatives.
Previous governance roles include director of Te Awamutu
Veterinary Association, Chair of the Pokuru School board of
trustees and trustee of Otorohanga Kiwi House Charitable
Trust.
If elected, this would be Mike’s first large scale governance
role beyond the farm gate. He would focus on applying his
commercial experience to LIC’s scale and can be expected
to ‘adapt quickly’ to the required level. Potential focus areas
include marketing / retail and data innovation.
Mike is a logical and considered thinker who balances focus
between the short- and long-term impacts of decisions. He
is expected to enjoy collegial meeting environments and
providing a solution-focused and considered engagement
style.
Mike has a diploma in agriculture. He has completed the
Kellogg Rural Leadership Programme, Fonterra Governance
Development Programme, ASB FAME Programme and
Institute of Directors (IoD) Company Directors’ Course.
Capability
Kevin
Argyle
David
Lawton
Mike
O’Connor
Governance
aptitude
434
Financial and
commercial
acumen
535
Agribusiness
sector and
systems
knowledge
445
Business
operations at
scale
434
Customer /
stakeholder
insight
335
Marketing /
brand / sales
333
Technology
and
Innovation
433
Total (/35)272229
LIC Director Election 2024 - North
Island Candidate Profile & Rating

Propero’s independent ratings against the
Board’s strategic skills matrix
1
Limited
2
Developing
3
Competent
4
Strong
5
Expert
Rating Key

2726
Director Candidates South
Island in alphabetical order:
Tony Coltman
and see an improvement in the speed to market with new
technologies.
I believe my national and international management and
governance experience along with my passion for hands
on farming and for farmer wellbeing puts me in the position
to provide a strong and balanced contribution the LIC
board.
Achievements and Industry Involvement:
» Supreme Winner of Balance Farm Environment
Awards 2020
»Runner Up 2015 & 2016 NZ Dairy Awards
»Lincoln University Dairy Farm Management
Advisory Group
»Lincoln University Dairy Farm Benchmark farm
»Monitor Farmer for the Forages for Reduced Nitrate
leaching
Governance Experience:
»Director Ashburton Trading Society (ATS), Ruralco
NZ Ltd 2016-present
»Chair Health and Safety Committee Ruralco Ltd
2016-2021
»Director Central Plains Water Ltd 2021 – present
(45,000 ha irrigation scheme)
»Renumeration committees Ruralco NZ Ltd and
Central Plains Water Ltd
»Director Datona Ltd and Canlac Holdings 2013 –
present
»Director Rahi Partnership Ltd 2019 - present
»Director Focal Dairies – 2007-2021
Management Experience
»Farm Advisory in the USA and Chile
»Senior Rural Banking Roles New Zealand and
Australia
»General Manager for Development and Extension
Dexcel (DairyNZ)
»General Manager Focal Dairies Missouri USA.
»Equity Manager of a 3300-cow equity partnership
in Dunsandel (Grown from 1350 to 3300 in 6 years)
Qualifications and Training
»Fonterra Governance Development Programme
2016
»Lincoln University, BCom Ag (Farm Management)
»Lincoln University, Diploma in Farm Management
(with Distinction)
»Various Institute of Directors NZ courses
Item 6: Resolution 5: To elect one Director for the South
Island Region
The Board does not currently have sufficient information to
form a view on whether the candidates nominated for
election to the South Island Director seats would
qualify as “Appointed Directors” for the purposes of the
NZX Listing Rules.

2928
LIC Director Election 2024 - South
Island Candidate Profile & Rating


Tony Coltman
Tony has both national and international dairy farm
management experience, and has focused his governance
roles in the Canterbury region. He notes his passion for
the dairy industry and farmers’ license to operate as his
motivation to stand for the LIC role.
Tony is the manager and director of Datona Ltd and Canlac
Holdings, an 800 ha, 3,350 dairy cow equity partnership
and 140 ha support block for young stock. He is a previous
Canterbury Regional Supreme Winner of Ballance Farm
Environment Awards and was a member of the Lincoln Dairy
Farm Management Advisory Group for 5 years.
Tony is an elected director of Ruralco, and the prior Chair of
both the Health and Safety Committee and the Audit and
Risk Committee. He is also a director of Central Plains Water.
Over his tenure on both boards he has been directly
involved in setting organisational strategy and working with
senior management. He has also developed insight to retail,
H&S, HR and financial matters at the governance level.
Tony previously consulted to Dairy Grazing Services (a
partnership between LIC and Dairy Farms of America, the
largest dairy co-operative in the US), to implement on-farm
pasturebased systems. He was also the GM and director
of Focal Dairies (pasture-based dairy farms and support
blocks in the US).
Earlier in his career he was GM Development and Extension
at Dexcel and held senior rural banking roles in National
Bank NZ and Westpac Australia (where he was contracted
to grow the rural lending book).
If elected, Tony could focus on applying his co-operative
governance experience to LIC’s commercial scale and his
understanding of agritech data commercialisation.
Tony is an analytic and intuitive thinker who prefers to ‘get
on with decisions’. He is expected to enjoy collegial meeting
environments where different perspectives are welcomed to
test ideas.
Tony has a Bachelor of Commerce (Agriculture) and
Diploma in Farm Management. He has completed the
Fonterra Governance Development Programme and a
number of courses from the Institute of Directors.
Richard Stalker
29

3130
Stuart Taylor
LIC Director Election 2024 - South
Island Candidate Profile & Rating


Richard Stalker
Richard is a dairy farmer and veterinarian and has recently
started his governance career. He notes his strong
connection and commitment to the co-operative ethos as a
key motivator to standing for the LIC role.
Richard currently operates a 1,300 cow and 700 young
stock farm with a range of on-farm monitoring and system
management technology.
Richard joined the boards of Veterinary Enterprise NZ Group
(VetEnt) and Waimakariri Irrigation in 2022. Across both
roles he has been involved in setting strategy, overseeing
implementation and engaging with senior management
teams.
VetEnt operates 18 veterinary clinics throughout the country
focused in rural NZ. In this role he has gained exposure to
retail services and strengthened his financial acumen. He
also holds a business management and people and culture
role at VetEnt Ashburton. In Waimakariri Irrigation, Richard
is building his knowledge of sustainability considerations
‘beyond the farm gate’ and engaging with a large rural
shareholder base.
He is a member of the Fonterra Directors’ Remuneration
Committee (gaining exposure to board remuneration
practices) and a previous member of the Fonterra Purpose
Review team, a group charged with reviewing and resetting
the co-op’s purpose (where he interacted with the board,
senior executive and staff throughout the organisation).
Richard is also involved in a number of environmental and
catchment project groups.
LIC is of larger operational complexity than Richard’s other
roles. If elected, he could focus on applying his agritech and
commercial experience to LIC’s governance scale.
Richard is a logical and inquisitive thinker who enjoys
sharing and hearing different views. At times he may have
the opportunity to utilise a more focused and concise
communication style.
Richard has a Bachelor of Veterinary Science. He has
completed the Fonterra Governance Development
Programme and is a prior member of the Silver Fern Farms
Co-operative Extended Development Group.
My Name is Stuart Taylor. I
grew up on a dairy farm in
Northland and this gave me
an understanding of farming
and a foundation that has
provided a compass in my life.
I learned that if I support the
community around me, my
community will support me, and
when farmers work together,
they are even more successful.
I have learned that farming is based on knowledge that has
been developed by farmers working closely with subject
experts. Our community, and the distinct way that we farm,
has created an industry that we can all be proud of.
My farming career has developed throughout New Zealand.
I first farmed in the Waikato, before moving with my wife,
Anne, and our two sets of twin children to the Manawatu,
before we settled in Canterbury five years ago.
We currently own an 800-cow dairy farm near Ashburton,
and I also run Craigmore Farming (20 properties in
Canterbury & North Otago) as General Manager.
I am proud to be a director of ‘Fortuna Group’ (Southland),
‘Waibury Farms’ (Culverden), and the newest member of the
‘Safer Farms Board’.
I lead by combining leadership of people, with the
understanding of scientific principles, to introduce new
technologies onto Craigmore Farms. I do this so we can all
understand which new technologies are successful, so New
Zealand farmers are ready for a changing world.
My focus with LIC would be:
»Consistent service to farmers – The correct order,
delivered on time.
»A focus on the cow – Productive, efficient, longevity,
with low Methane.
I have an Applied Science Degree in Rural Valuation
and Agriculture. I have also completed the Fonterra
Governance Development Programme and also am a
Kellogg’s scholar.
I am a proud New Zealand dairy farmer. My focus has
always been to better the dairy industry and support the
dairy farmers of New Zealand.

3332
Capability
Tony
Coltman
Richard
Stalker
Stuart
Taylor
Governance
aptitude
443
Financial and
commercial
acumen
434
Agribusiness
sector and
systems
knowledge
555
Business
operations at
scale
444
Customer /
stakeholder
insight
444
Marketing /
brand / sales
332
Technology
and
Innovation
333
Total (/35)272625
LIC Director Election 2024 - South
Island Candidate Profile & Rating

Propero’s independent ratings against the
Board’s strategic skills matrix
1
Limited
2
Developing
3
Competent
4
Strong
5
Expert
Rating Key
LIC Director Election 2024 - South
Island Candidate Profile & Rating


Stuart Taylor
Stuart has focused his career in the management of scale
dairy farming operations as well as owning and running
his own dairy farm. He notes his focus on supporting dairy
farmers and the industry as motivation in standing for the
LIC role.
His current governance roles include Safer Farms (focused
on promoting a safer culture throughout the industry),
Fortuna (running 18,000 cows) and Waibury Farms (running
4,000 cows). He is also the prior Chair of the Primary ITO
IPG.
Stuart is the General Manager Dairy & Grazing at Craigmore
Sustainables, a company running 16,000 cows over 22 dairy
farms. In this portfolio, he is responsible for leading strategy
development, financial monitoring, staff coaching and
sustainability initiatives for all 22 farms. He regularly reports
to the board and is a member of the Health, Safety &
Empowerment Committee.
Stuart is the prior Managing Director and owner of OB
Group, a large scale and multi-site farming operation with
a number of dairy farms, dry stock and grazing properties.
Over his tenure he oversaw the Group’s commercial growth
to a more corporate scale, managed H&S and HR matters,
and led on-farm science trials. He also engaged with broad
stakeholder groups including community networks, banks
and local government.
If elected, LIC would be Stuart’s first large scale commercial
board role. Potential focus areas include marketing, retail
and data commercialisation ‘beyond the farm gate’ in a
governance setting.
Stuart is a logical thinker who considers both the short-
and long-term consequences. He likely has an action-
oriented style and prefers to get on with decision-making.
He is expected to enjoy collegial and collaborative
meeting environments and sharing views to build towards
consensus.
Stuart has a Bachelor of Applied Science (Agriculture
and Rural Valuation). He has completed the Fonterra
Governance Development Programme and the Kellogg
Rural Leadership Programme.

3534
Item 7: Resolution 6: To elect one member of the
Shareholder Reference Group for the Upper North Island
Territory
I believe my extensive involvement and network within
our industry makes me an ideal person to serve on
the Shareholders Reference Group. I enjoy working
collaboratively with other people to achieve a positive
outcome. I believe I bring diversity of thoughts and
perspectives in conversations. I am straight-forward but
also respectful of others’ opinion.
As a shareholder in LIC, I am deeply invested in
the company’s success and the well-being of the
shareholders. My vision for the Shareholders Reference
Group includes:
Shareholder engagement:
Actively representing
and advocating for the interests and concerns of all
shareholders.
Transparency: Ensuring clear communication and
accountability within LIC.
Review and Feedback: to continue to provide feedback
and suggestions with the SRG to the LIC Board and
Management to enhance the service delivered to our
shareholders.
I welcome all conversations and questions you may have
for me, my phone number is 0210361115. Thank you for your
consideration.
SRG Upper North Island in
alphabetical order


Carlos Delos Santos
My name is Carlos Delos
Santos, and I’m seeking your
support to be elected into LIC’s
Shareholder Reference Group
as your Upper North Island
representative.
My wife and I are currently
Sharemilking 1000 cows in
Rotorua, and we lease a small
block just outside Ngongotaha. Outside of the farm, we
have five wonderful kids that keep us occupied and busy.
I hold a Diploma in Agribusiness Management. My farming
career started in 2001 when I came over to New Zealand
from Philippines with my family. With no prior dairy farming
experience, I worked my way up through the ranks. My wife
and I were able to slowly build our herd, which started with
our humble 30 cows in 2010, to now reaching 1600 animals.

I have always been proud to say that I have LIC cows,
and I have used only LIC genetics from the beginning.
As a sharemilker, I consider our cows to be our greatest
asset and have invested a significant amount of money
in genetics having our G3 herd, we also synchronise our
heifers year on year, and mate them with AB.
My current and previous involvement in the
industry and community as follows:
»NZ Dairy Industry Awards (National Committee
member 2019-2024)
»Associate Director (DairyNZ 2021-2022)
»Justice of the Peace
»Ngakuru School (PTA Chair 2017-2019)
»John Paul College – Board Member
»Vetora Bay of Plenty – Board Member
»Grade 7 and Grade 13 Football Coach
»Freemasons NZ member
Johan van Ras

3736
Format of the
Meeting
The 2024 Annual Meeting will be a hybrid meeting. An
in-person meeting will be held at LIC, 605 Ruakura Road,
Newstead, Hamilton, commencing at 4.00pm and will also
be available to all Shareholders to attend and participate
online from anywhere in the country through the LIC
website at www.lic.co.nz/annualmeeting.
Shareholders will be able to vote electronically, by post, or
by appointing a proxy.

How to Cast a Vote
Shareholders can vote in one of the following ways:
1) Electronic voting
2) Postal voting
3) Appoint a LIC Director or Shareholder Reference
Group member, or another person, as your proxy
4) Voting at the Annual Meeting
Shareholders are encouraged to vote either electronically
(via LIC’s website), by post or by appointing a proxy.
Advanced electronic voting closes at 4.00pm on Monday
16th September 2024 but Shareholders who attend the
annual meeting, either in person or online, will be able
to cast their vote at the meeting if they have not already
done so.
Each method of voting and the way to use the Voting Form
enclosed with this document are explained in detail below.
Please choose only one voting option.
Detailed instructions on each method of voting and how to
vote are included within the Voting Form.
Full details on how to return your Voting Form to MUFG
Corporate Markets (formally known as Link Market
Services) are available at the end of this section.
Any Director or Shareholder Reference Group member of
LIC who is appointed as a proxy and is given discretion as
to how to vote will vote in what he or she believes to be the
best interests of LIC. A proxy need not be a Shareholder of
LIC.
Kirsten Watson
My name is Kirsten Watson and
alongside my husband Don and
our three teenage sons, we own
a 112ha effective dairy farm in
South Head, Hellensville. We milk
300 high BW X-bred cows, split
calving with adjoining leased
150ha runoff.
I have a Bachelor of Veterinary
Science working as veterinarian for 10 years while we
started our family, and Don was lower-order-sharemilking
1600 cows, before then 50:50 sharemilking 1000 cows,
before we progressed to farm ownwership in 2017.
I have a passion for monitoring, analysing and
improving farm and business performance, as well as
a special interest in dairy genetics and progressive
herd improvement. I have also been actively involved in
numerous dairy industry related projects (Nestle, E350,
DairyNZ Budget Case Studies & Tiller Talk), as well as a
past executive member of NZDIA and Central Plateau
Regional Leader.
Alongside my husband, we were Central Plateau
Sharemilker/s of the Year in 2014 and winners of 2 national
merit awards in leadership and pasture management.
I have also been a school BOT member, treasurer of the
Helensville Rugby Club and I am currently active in my sons’
school rowing club.
I have a breadth of grass roots on farm business
experience, as well as community and industry experience, I
am ready to hone my skills in the LIC cooperative space.

I feel I have the qualities to represent shareholders
fairly and with integrity. My personal approach is to be
empathetic and friendly, and I will apply a science and
business based methodology to the role. I bring my core
values of a positive can-do attitude, professional integrity,
high standards and a dedicated work ethic, and I am ready
to contribute positively towards the future of our Coop.
However, its great being on the SRG having access to
our cooperative to ask those questions about trust and
accountability. Having that farmer voice/opinion and
being part of the discussion with our cooperative has been
a real highlight.

3938
You may appoint the Chair of the Board to be your proxy,
but a proxy is not entitled to exercise more than 1% of
the maximum number of votes that may be exercised
at a meeting of the Company. Accordingly, if the Chair
is named as proxy by you and by a number of other
Shareholders, then they may not be able to cast your
votes. Therefore, it is preferable to nominate a proxy from
your Region or Territory.
If you wish to appoint a proxy to vote in your absence,
the proxy appointment section of the Voting Form
must be completed, signed, and received by MUFG
Corporate Markets no later than 4.00pm on Monday
16th September 2024.
If you are using postal voting or appointing a proxy,
return your Voting Form to MUFG Corporate Markets in
any of the following ways:
If you are using postal voting or appointing a proxy, return
your Voting Form to MUFG Corporate Markets in any of the
following ways:
»Mail to MUFG Corporate Markets, PO Box 91976,
Auckland 1142
»Deliver to MUFG Corporate Markets, Level 30, PwC
»Tower, 15 Customs Street West, Auckland 1010
»Scan and email to
meetings@linkmarketservices.com
(Please put the words “LIC Annual Meeting” in the
subject line for easy identification).
If you are not attending and voting at the Annual
Meeting, your advance electronic vote must be cast, or
your Voting Form must be received by MUFG Corporate
Markets no later than 4.00pm on Monday 16th
September 2024 to be valid.
The Board has appointed Melanie Tonkin as the Returning
Officer. She has authorised MUFG Corporate Markets to
receive, record and count all postal votes, electronic votes
and proxy votes.
If you have any questions regarding the voting, please
contact the Election Helpline on 09 375 5998
Please Note:
a. Please choose only one voting option.
b. Multiple herd owners need to vote on each Voting
Paper received individually.
Voting restrictions


There is a 1% voting cap which applies to all LIC
Shareholders pursuant to the Dairy Industry Restructuring
Act 2001 and LIC’s Constitution. The 1% voting cap is
calculated based on the number of votes that may be
exercised at this meeting (and so excludes treasury stock
and other restricted securities).
Any Shareholder who holds more than 1% of LIC’s Shares
on issue will be limited in their ability to vote to the
equivalent of 1% of the votes cast on the resolution. Where
a particular Shareholder has multiple holdings across
different entities or debtor codes, restrictions will apply to
all affected voting securities on a pro-rata basis.
Under NZX Listing Rule 6.3.1, the Directors and their
Associated Persons are disqualified from voting on
Resolution 1. This extends to a Director who has been
appointed with a discretionary proxy. A Director is only
entitled to exercise a proxy for this Resolution where the
Shareholder has provided that Director with an express
instruction setting out how to exercise that Shareholder’s
vote. For the avoidance of doubt, the Director shall not
be entitled to vote on motions raised during the course
of the Annual Meeting (i.e., resolutions other than those
contemplated by this notice of meeting).
39

4140
Disclosure of
financial assistance
as required under
the Companies Act
1993
LIC’s Board has approved the provision of financial
assistance in relation to three schemes that are available
to eligible LIC Shareholders and/or employees.
These are:
(a) LIC Employee Share Scheme;
(b) LIC Voluntary Investment Scheme; and
(c) LIC Dividend Reinvestment Plan.
Details relating to how much financial assistance LIC
intends to provide and the relevant considerations by the
Board are set out below. The Directors who voted in favour
of this resolution have signed certificates in accordance
with sections 77(2) and 78(3) of the Companies Act 1993.
LIC Employee Share Scheme
LIC will provide financial assistance to those employees
who elect to participate in the LIC Employee Share Scheme
(Employee Scheme) which from 1 April 2011 has been
managed by Craigs Investment Partners Ltd (Craigs) with
Custodial Services Ltd acting as custodian (Custodian).
LIC proposes to pay Craigs and the Custodian’s fees and
expenses (including brokerage). The amount of the Craigs
fee will depend on how many employees participate in the
Employee Scheme and the level of their contribution. An
estimate of the net amount of the financial assistance is
$22,000.
The Board resolved on 18 July 2024 that LIC should provide
the financial assistance referred to above (Employee
Scheme Assistance) for the period of twelve months
commencing 10 working days after the date of sending
this disclosure to Shareholders, and that the giving of the
Employee Scheme Assistance is in the best interests of
LIC and is of benefit to Shareholders not receiving that
financial assistance; and that the terms and conditions
under which the Employee Scheme Assistance is given are
fair and reasonable to LIC and to the Shareholders not
receiving that financial assistance.
The grounds for the Board’s conclusions are as follows.

(a) The Employee Scheme is a valuable addition to the
benefits available to the employees of LIC and will
assist in retaining them as valuable staff.
(b) The Employee Scheme is a method of aligning the
interests of employees with the interests of
Shareholders and is an effective means of
motivating future performance of the employees.
(c) Shareholders will not be diluted or otherwise
disadvantaged as no new Shares are being
issued under the Employee Scheme.
(d) The additional Shares will be purchased through
Craigs at the market price.
(e) The Employee Scheme will enhance the liquidity in
the market for the LIC Shares, providing a more
liquid market for Shareholders wishing to trade in
LIC Shares.
(f) The amount of financial assistance is minimal in
comparison to the benefits arising out of the
Employee Scheme for Shareholders and LIC.
LIC Voluntary Investment Scheme
LIC will provide financial assistance to those directors and
senior managers who are eligible and elect to participate
in the Voluntary Investment Scheme (Investment Scheme)
by agreeing to pay to The New Zealand Guardian Trust
Company Limited (Guardian Trust) as the Approved
Holding Entity the annual services fee and other fees,
brokerage costs, and commission incurred for the
purposes of the Investment Scheme. Craigs has been
appointed as the Broker to purchase the Shares on the
NZX market for the purposes of the Investment Scheme,
and the money paid by LIC to Guardian Trust as Approved
Holding Entity will include any fees, brokerage, and
commission costs of Craigs.
LIC is required to make disclosure to all Shareholders in
respect of this proposed financial assistance. The exact
amount of the net costs depends upon the extent to which

4342
eligible directors and senior managers participate in the
Investment Scheme. However, an estimate of the net
amount of financial assistance in the next 12 months is
$11,000.
The Board resolved on 18 July 2024 that LIC should
provide the financial assistance referred to above (VIS
Assistance) for the period of twelve months commencing
10 working days after the date of sending this disclosure to
Shareholders, and that the giving of the VIS Assistance is
in the best interests of LIC and is a benefit to Shareholders
not receiving that financial assistance; and that the terms
and conditions under which the VIS Assistance is given are
fair and reasonable to LIC and to the Shareholders not
receiving that financial assistance.
The grounds for the Board’s conclusions are:
(a) The VIS Assistance enables LIC to provide eligible
directors and senior managers a means of
acquiring additional Shares in LIC through a fixed
trading plan given the risk they will often be
information insiders and without incurring
transaction costs which they would otherwise incur.
(b) The additional Shares will be acquired by Craigs
either through on-market transactions or the
issue of Shares by LIC from Treasury Stock.
Participating directors and senior managers will
pay the average NZX market price paid by Craigs
on market for those Shares.
(c) Participating directors and senior managers will
pay a uniform price in relation to a season.
(d) The Investment Scheme will enhance the liquidity
in the market for the Shares, providing a more
liquid market for both participating directors and
senior managers and non-participating
Shareholders wishing to trade in LIC Shares.
(e) The Investment Scheme enables LIC to offer
eligible directors and senior managers a
mechanism to invest in Shares without resulting in
unnecessary new capital being raised through the
issue of new Shares.
(f) The amount of financial assistance is minimal in
comparison to the benefits arising out of the
Investment Scheme for participating directors and
senior managers, non-participating Shareholders
and LIC.
LIC Dividend Reinvestment Plan
LIC will provide financial assistance to those Shareholders
who elect to participate in the Dividend Reinvestment
Plan (Dividend Plan) by agreeing to pay to Guardian
Trust as the Approved Holding Entity the services and
administration fees and brokerage and commission costs
incurred for the purposes of the Dividend Plan. Craigs
has been appointed as the Broker to purchase the Shares
on the NZX market for the purposes of the Dividend
Plan, and the money paid by LIC to Guardian Trust as
Approved Holding Entity will include the administration fee,
brokerage, and commission costs of Craigs. The amount
of the financial assistance will depend upon the extent
to which Shareholders participate in the Dividend Plan.
An estimate of the amount of the financial assistance is
$15,000.
The Board resolved on 18 July 2024 that LIC should provide
the financial assistance referred to above (Dividend Plan
Financial Assistance), for the period of 12 months
commencing 10 working days after sending this disclosure
to Shareholders, and that the giving of the Dividend Plan
Financial Assistance is in the best interests of LIC and
is of benefit to Shareholders not receiving that financial
assistance; and that the terms and conditions under which
the Dividend Plan Financial Assistance is given are fair and
reasonable to LIC and to the Shareholders not receiving
that financial assistance.
The grounds for the Board’s conclusions are:
(a) The Dividend Plan Financial Assistance enables
LIC to provide Shareholders with an efficient
means of acquiring additional Shares in LIC
without incurring transaction costs which they
would otherwise incur.
(b) The Dividend Plan Financial Assistance is available
to all eligible Shareholders, giving equal
opportunity to participate in the benefits of the
Dividend Plan.
(c) The additional Shares will be acquired by Craigs
either through on-market transactions or the issue
of Shares by LIC from Treasury Stock.
(d) Shareholders who do not participate will not be
diluted or otherwise disadvantaged as no new
Shares are being issued under the Dividend Plan.
(e) Participating Shareholders will pay no greater than
the higher of:

4544
(i) the volume-weighted average price of shares
trading on the NZX Market during the 20
Business Days prior to the date that the Board
determines to issue Shares from treasury stock;
and
(ii) the average price paid by Craigs on behalf of
Participants for on-market acquisitions.
(f) The Dividend Plan will enhance the liquidity in the
market for the Shares, providing a more liquid
market for both participating and
non-participating Shareholders wishing to trade in
LIC Shares.
(g) The Dividend Plan enables LIC to offer
shareholders a mechanism to reinvest dividends in
shares without resulting in unnecessary new
capital being raised through the issue of new
shares.
(h) The amount of Dividend Plan Financial Assistance
is minimal in comparison to the benefits arising out
of the Dividend Plan for Shareholders and LIC.
Glossary


Annual Meeting means the 2024 annual meeting of
Shareholders to be held in person at LIC Newstead,
605 Ruakura Road, Hamilton and online at
www.lic.co.nz/annualmeeting
Appointed Directors means directors appointed by the
Board of LIC pursuant to the Constitution.
Board means the Directors numbering not less than the
required quorum acting together as a board of Directors.
Business Day has the meaning given to ‘Working Day’ in
the Companies Act.
Companies Act means Companies Act 1993.
Company or LIC means Livestock Improvement
Corporation Limited.
Constitution means the Constitution of LIC.
Directors means the Directors for the time being of the
Company.
Elected Directors means directors elected by
Shareholders pursuant to the Constitution.
Listing Rules means the NZX Listing Rules, dated 1 April
2023, which relate to the NZX Main Board as amended
from time to time, and may be a reference to a particular
Rule or Rules as specified.
NZ RegCo means NZX Regulation Limited.
NZX means NZX Limited.
Region means a geographical area designated as a
‘Region’ pursuant to the Constitution.
Returning Officer has the meaning given in the
Constitution.
Share means a share in the capital of the Company that
has been or may be issued from time to time, which has the
rights set out in section 36(1) of the Companies Act.
Shareholder means a person whose name is entered in the
register of security holders maintained by the Company as
the holder for the time being of one or more shares.
Shareholder Reference Group or SRG means the
Shareholder Reference Group established under clause 21
of the Constitution.
Territory means a geographical area designated as a
‘Territory’ pursuant to the Constitution.
Voting Form means the combined proxy appointment
and voting form to be used for the purposes of the Annual
Meeting.

4746
Directory


LIC
Livestock Improvement Corporation Limited
Corner Ruakura and Morrinsville Roads
Newstead, Hamilton
Private Bag 3016
Hamilton 3240

+64 7 856 0700
www.lic.co.nz

Election helpline
+64 9 375 5998

Legal advisers to LIC
Simpson Grierson
Level 27, Lumley Centre
88 Shortland Street
Auckland 1010
Private Bag 92518
Auckland 1141
+64 9 358 2222
www.simpsongrierson.com
Registrar
MUFG Corporate Markets
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
PO Box 91976
Auckland 1142
Tel: +64 9 375 5998
enquiries@linkmarketservices.co.nz

There's always room
for improvement

---

NAME
ADDRESS
ADDRESS
ADDRESS

PTPT CODE: <CSN/Holder Number Barcode>
Go online to https://investorcentre.linkmarketservices.co.nz/voting/LICV to appoint your proxy or complete the form.

<Voting Card Barcode>



ANNUAL MEETING INFORMATION, VOTING INSTRUCTIONS, POSTAL VOTING AND PROXY VOTING PAPER



2024 Admission Card, Proxy or Postal Voting Form
The Livestock Improvement Corporation Limited Annual Meeting will be held on Wednesday 18 September 2024 at 4pm at LIC, 605 Ruakura Road, Newstead,
Hamilton and via the MUFG Corporate Markets Virtual Annual Meeting platform at www.virtualmeeting.co.nz/lic24. If you will attend the Annual Meeting online,
you will require your CSN/Holder Number for verification purposes.
You can also appoint your proxy, or vote by postal vote on the resolutions on the reverse of this form online by going to
https://investorcentre.linkmarketservices.co.nz/voting/LICV or by scanning the QR code above with your smartphone.
For your postal vote or proxy to be effective it must be lodged with MUFG Corporate Markets by no later than 4pm, Monday, 16 September 2024.
NOTES
Attending the Meeting
1. If you propose to attend the Annual Meeting in person, you must bring this form to the meeting to assist with your registration. All shareholders must register
with MUFG Corporate Markets prior to entering the meeting room.

Postal Vote
2. If you propose not to attend the Annual Meeting in person or online, you may vote by postal vote. Your postal vote may be completed online, mailed, hand
delivered, or scanned and emailed in accordance with the instructions above. MUFG Corporate Markets has been authorised by the Board to receive and
count postal votes. If you submit a postal vote without indicating on any resolution how you wish to vote, you will be deemed to have abstained from voting
on that resolution. If you submit a postal vote section and also appoint a proxy, your postal vote will take priority over your proxy appointment.

Proxy Appointment
3. All shareholders entitled to attend the meeting and vote at the meeting may appoint a proxy or, in the case of a corporate shareholder, a representative
to attend and vote instead on your behalf. This form may be completed online, mailed, hand delivered, 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 LIC. If you wish you can appoint the Chair of the Meeting as your proxy.
The Chair will vote in accordance with your instructions, or, failing your instruction, in accordance with the terms set out in note 4 of this Proxy Form.
4. If you tick the box “discretion” on any resolution, you are directing your proxy or representative to decide how to vote on that resolution on your behalf. If
you tick the “abstain” box on any resolution, you are directing your proxy or representative not to vote on that resolution. If you do not tick any boxes or
your direction on how the proxy is to vote is unclear (in the Proxy’s sole opinion) in respect of a resolution, then the direction is to abstain. However, the
Chair (along with all other directors and their “Associated Persons” (as defined in the NZX Listing Rules)) is unable to cast discretionary proxies in favour
of Resolution 1. The Chair will not cast discretionary proxies on Resolution 4 and 7. If you select more than one candidate in Resolution 4 (Section C1) and
Resolution 7 (Section C2) you will be deemed to have abstained from voting.
5. A proxy is not entitled to exercise more than 1% of the maximum number of votes that may be exercised at a meeting of the Company. Accordingly, if the Chair
is named as proxy by you and by a number of other shareholders, then they may not be able to cast your votes. Therefore, it is preferable to nominate a proxy
from your Region.
6. If you return this Proxy Form without appointing a proxy, the Chair of the meeting will vote in accordance with your express instructions.
7. This Proxy Form must be signed by you or your attorney, duly authorised in writing. In the case of a joint shareholding, this Proxy Form may be signed by any
of the joint shareholders (or their duly authorised attorney). 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 corporate shareholder, or an attorney duly authorised by the corporate shareholder.
8. If the Proxy Form is signed under a power of attorney, a certificate of non-revocation must be completed and a copy of the power of attorney provided to
MUFG Corporate Markets, unless it has already been noted by LIC or MUFG Corporate Markets.

General
9. This Postal/Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority certified by a
Solicitor, Justice of the Peace or Notary Public must be lodged with MUFG Corporate Markets by no later than 4pm, Monday, 16 September 2024, (being 48
hours prior to the meeting) in accordance with the instructions above.


You can vote in one of the following ways:
CSN/Holder Number:
Scan this QR code with your
smartphone and vote online

PTPT Code:

LIC encourages shareholders to cast their vote by 4pm, 16 September 2024.

LIC Shareholders who attend the Annual Meeting on Wednesday 18 September 2024 at 4pm will also be able to vote
during the meeting, if they have not already cast their vote.
UPPER NORTH ISLAND

PTPT CODE: <CSN/Holder Number Barcode>
Go online to https://investorcentre.linkmarketservices.co.nz/voting/LICV to appoint your proxy or complete the form.

<Voting Card Barcode>


Option 1: Attend the Meeting
In person: LIC Headquarters, 605 Ruakura Road, Newstead, Hamilton

Online: www.virtualmeeting.co.nz/lic24
Option 2: Voting Online
To cast your vote electronically go to: https://investorcentre.linkmarketservices.co.nz/voting/LICV.
Enter your CSN/Holder Number and password listed below. Follow the instructions to cast your vote. Advanced electronic voting
closes at 4pm, 16 September 2024.

CSN/Holder Number: <CSN> Password: <Password>
Option 3: Postal Vote or Appoint a Proxy
• Complete sections A, B, C & D on page 3
• Scan and email your completed voting paper to: meetings@linkmarketservices.com. Please list “LIC Annual Meeting” in the
subject line
• OR post to: MUFG Corporate Markets, PO Box 91976, Auckland 1142
• To ensure your voting paper reaches the Returning Officer before the close of voting please post no later than Monday 16
September 2024

Shareholder Questions
Shareholders attending the Annual Shareholders Meeting will have the opportunity to ask questions during the meeting. If you cannot attend
the Annual Shareholders Meeting but would like to ask a question, you can submit a question online by going to
https://investorcentre.linkmarketservices.co.nz/voting/LICV and completing the online validation process or complete the question section
below and return to MUFG Corporate Markets in the envelope enclosed. Questions will need to be submitted by 4pm on Monday, 16
September 2024. The Board will endeavour to address and answer questions at the meeting.

Question:

Electronic Investor Communications
If you received the Notice of Meeting and Voting Form by mail and wish to receive your future investor communications by email please provide
your email address below:


Contact Details

Contact Name:

Phone Number: Date:

PTPT CODE: <CSN/Holder Number Barcode>
Go online to https://investorcentre.linkmarketservices.co.nz/voting/LICV to appoint your proxy or complete the form.

<Voting Card Barcode>


Section A: Postal Vote or Appoint a Proxy

I wish to vote by postal vote (please tick the box)

I wish to appoint a proxy to vote on my behalf (please tick the box and fill in the details below):
Name of Proxy:



Email Address:


Section B: Ordinary Resolutions
FOR AGAINST ABSTAIN
PROXY’S
DISCRETION
1. Approval of LIC Directors’ Remuneration

2. Approval of LIC Shareholder Reference Group Remuneration

3. To reappoint KPMG as external auditor


Section C1: Resolution 4. To elect one Elected Director for the North Island Region
You may vote for a maximum of ONE (1) candidate(s). Candidate names are listed in random order.

Kevin Argyle

David Lawton

Mike O’Connor

Section C2: Resolution 6. To elect one member of the Shareholder Reference Group for the Upper North Island
Territory
You may vote for a maximum of ONE (1) candidate(s). Candidate names are listed in random order.

Carlos Delos Santos

Johan van Ras

Kirsten Watson

Section D: Signatures – this section must be completed

Shareholder/Director 1:

Shareholder/Director 2:

Shareholder/Director 3:

---

NAME
ADDRESS
ADDRESS
ADDRESS

PTPT CODE: <CSN/Holder Number Barcode>
Go online to https://investorcentre.linkmarketservices.co.nz/voting/LICV to appoint your proxy or complete the form.

<Voting Card Barcode>



ANNUAL MEETING INFORMATION, VOTING INSTRUCTIONS, POSTAL VOTING AND PROXY VOTING PAPER



2024 Admission Card, Proxy or Postal Voting Form
The Livestock Improvement Corporation Limited Annual Meeting will be held on Wednesday 18 September 2024 at 4pm at LIC, 605 Ruakura Road, Newstead,
Hamilton and via the MUFG Corporate Markets Virtual Annual Meeting platform at www.virtualmeeting.co.nz/lic24. If you will attend the Annual Meeting online,
you will require your CSN/Holder Number for verification purposes.
You can also appoint your proxy, or vote by postal vote on the resolutions on the reverse of this form online by going to
https://investorcentre.linkmarketservices.co.nz/voting/LICV or by scanning the QR code above with your smartphone.
For your postal vote or proxy to be effective it must be lodged with MUFG Corporate Markets by no later than 4pm, Monday, 16 September 2024.
NOTES
Attending the Meeting
1. If you propose to attend the Annual Meeting in person, you must bring this form to the meeting to assist with your registration. All shareholders must register
with MUFG Corporate Markets prior to entering the meeting room.

Postal Vote
2. If you propose not to attend the Annual Meeting in person or online, you may vote by postal vote. Your postal vote may be completed online, mailed, hand
delivered, or scanned and emailed in accordance with the instructions above. MUFG Corporate Markets has been authorised by the Board to receive and
count postal votes. If you submit a postal vote without indicating on any resolution how you wish to vote, you will be deemed to have abstained from voting
on that resolution. If you submit a postal vote section and also appoint a proxy, your postal vote will take priority over your proxy appointment.

Proxy Appointment
3. All shareholders entitled to attend the meeting and vote at the meeting may appoint a proxy or, in the case of a corporate shareholder, a representative
to attend and vote instead on your behalf. This form may be completed online, mailed, hand delivered, 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 LIC. If you wish you can appoint the Chair of the Meeting as your proxy.
The Chair will vote in accordance with your instructions, or, failing your instruction, in accordance with the terms set out in note 4 of this Proxy Form.
4. If you tick the box “discretion” on any resolution, you are directing your proxy or representative to decide how to vote on that resolution on your behalf. If
you tick the “abstain” box on any resolution, you are directing your proxy or representative not to vote on that resolution. If you do not tick any boxes or
your direction on how the proxy is to vote is unclear (in the Proxy’s sole opinion) in respect of a resolution, then the direction is to abstain. However, the
Chair (along with all other directors and their “Associated Persons” (as defined in the NZX Listing Rules)) is unable to cast discretionary proxies in favour
of Resolution 1. The Chair will not cast discretionary proxies on Resolutions 4. If you select more than one candidate in Resolution 4 (Section C) you will
be deemed to have abstained from voting.
5. A proxy is not entitled to exercise more than 1% of the maximum number of votes that may be exercised at a meeting of the Company. Accordingly, if the Chair
is named as proxy by you and by a number of other shareholders, then they may not be able to cast your votes. Therefore, it is preferable to nominate a proxy
from your Region.
6. If you return this Proxy Form without appointing a proxy, the Chair of the meeting will vote in accordance with your express instructions.
7. This Proxy Form must be signed by you or your attorney, duly authorised in writing. In the case of a joint shareholding, this Proxy Form may be signed by any
of the joint shareholders (or their duly authorised attorney). 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 corporate shareholder, or an attorney duly authorised by the corporate shareholder.
8. If the Proxy Form is signed under a power of attorney, a certificate of non-revocation must be completed and a copy of the power of attorney provided to
MUFG Corporate Markets, unless it has already been noted by LIC or MUFG Corporate Markets.

General
9. This Postal/Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority certified by a
Solicitor, Justice of the Peace or Notary Public must be lodged with MUFG Corporate Markets by no later than 4pm, Monday, 16 September 2024, (being 48
hours prior to the meeting) in accordance with the instructions above.


You can vote in one of the following ways:
CSN/Holder Number:
Scan this QR code with your
smartphone and vote online

PTPT Code:

LIC encourages shareholders to cast their vote by 4pm, 16 September 2024.

LIC Shareholders who attend the Annual Meeting on Wednesday 18 September 2024 at 4pm will also be able to vote
during the meeting, if they have not already cast their vote.
LOWER NORTH ISLAND

PTPT CODE: <CSN/Holder Number Barcode>
Go online to https://investorcentre.linkmarketservices.co.nz/voting/LICV to appoint your proxy or complete the form.

<Voting Card Barcode>


Option 1: Attend the Meeting
In person: LIC Headquarters, 605 Ruakura Road, Newstead, Hamilton

Online: www.virtualmeeting.co.nz/lic24
Option 2: Voting Online
To cast your vote electronically go to: https://investorcentre.linkmarketservices.co.nz/voting/LICV.
Enter your CSN/Holder Number and password listed below. Follow the instructions to cast your vote. Advanced electronic voting
closes at 4pm, 16 September 2024.

CSN/Holder Number: <CSN> Password: <Password>
Option 3: Postal Vote or Appoint a Proxy
• Complete sections A, B, C & D on page 3
• Scan and email your completed voting paper to: meetings@linkmarketservices.com. Please list “LIC Annual Meeting” in the
subject line
• OR post to: MUFG Corporate Markets, PO Box 91976, Auckland 1142
• To ensure your voting paper reaches the Returning Officer before the close of voting please post no later than Monday 16
September 2024

Shareholder Questions
Shareholders attending the Annual Shareholders Meeting will have the opportunity to ask questions during the meeting. If you cannot attend
the Annual Shareholders Meeting but would like to ask a question, you can submit a question online by going to
https://investorcentre.linkmarketservices.co.nz/voting/LICV and completing the online validation process or complete the question section
below and return to MUFG Corporate Markets in the envelope enclosed. Questions will need to be submitted by 4pm on Monday, 16
September 2024. The Board will endeavour to address and answer questions at the meeting.

Question:

Electronic Investor Communications
If you received the Notice of Meeting and Voting Form by mail and wish to receive your future investor communications by email please provide
your email address below:


Contact Details

Contact Name:

Phone Number: Date:

PTPT CODE: <CSN/Holder Number Barcode>
Go online to https://investorcentre.linkmarketservices.co.nz/voting/LICV to appoint your proxy or complete the form.

<Voting Card Barcode>


Section A: Postal Vote or Appoint a Proxy

I wish to vote by postal vote (please tick the box)

I wish to appoint a proxy to vote on my behalf (please tick the box and fill in the details below):
Name of Proxy:



Email Address:




Section B: Ordinary Resolutions
FOR AGAINST ABSTAIN
PROXY’S
DISCRETION
1. Approval of LIC Directors’ Remuneration

2. Approval of LIC Shareholder Reference Group Remuneration

3. To reappoint KPMG as external auditor


Section C: Resolution 4. To elect one Elected Director for the North Island Region
You may vote for a maximum of ONE (1) candidate(s). Candidate names are listed in random order.

Kevin Argyle

David Lawton

Mike O’Connor

Section D: Signatures – this section must be completed

Shareholder/Director 1:

Shareholder/Director 2:

Shareholder/Director 3:

---

NAME
ADDRESS
ADDRESS
ADDRESS

PTPT CODE: <CSN/Holder Number Barcode>
Go online to https://investorcentre.linkmarketservices.co.nz/voting/LICV to appoint your proxy or complete the form.

<Voting Card Barcode>



ANNUAL MEETING INFORMATION, VOTING INSTRUCTIONS, POSTAL VOTING AND PROXY VOTING PAPER



2024 Admission Card, Proxy or Postal Voting Form
The Livestock Improvement Corporation Limited Annual Meeting will be held on Wednesday 18 September 2024 at 4pm at LIC, 605 Ruakura Road, Newstead,
Hamilton and via the MUFG Corporate Markets Virtual Annual Meeting platform at www.virtualmeeting.co.nz/lic24. If you will attend the Annual Meeting online,
you will require your CSN/Holder Number for verification purposes.
You can also appoint your proxy, or vote by postal vote on the resolutions on the reverse of this form online by going to
https://investorcentre.linkmarketservices.co.nz/voting/LICV or by scanning the QR code above with your smartphone.
For your postal vote or proxy to be effective it must be lodged with MUFG Corporate Markets by no later than 4pm, Monday, 16 September 2024.
NOTES
Attending the Meeting
1. If you propose to attend the Annual Meeting in person, you must bring this form to the meeting to assist with your registration. All shareholders must register
with MUFG Corporate Markets prior to entering the meeting room.

Postal Vote
2. If you propose not to attend the Annual Meeting in person or online, you may vote by postal vote. Your postal vote may be completed online, mailed, hand
delivered, or scanned and emailed in accordance with the instructions above. MUFG Corporate Markets has been authorised by the Board to receive and
count postal votes. If you submit a postal vote without indicating on any resolution how you wish to vote, you will be deemed to have abstained from voting
on that resolution. If you submit a postal vote section and also appoint a proxy, your postal vote will take priority over your proxy appointment.

Proxy Appointment
3. All shareholders entitled to attend the meeting and vote at the meeting may appoint a proxy or, in the case of a corporate shareholder, a representative
to attend and vote instead on your behalf. This form may be completed online, mailed, hand delivered, 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 LIC. If you wish you can appoint the Chair of the Meeting as your proxy.
The Chair will vote in accordance with your instructions, or, failing your instruction, in accordance with the terms set out in note 4 of this Proxy Form.
4. If you tick the box “discretion” on any resolution, you are directing your proxy or representative to decide how to vote on that resolution on your behalf. If
you tick the “abstain” box on any resolution, you are directing your proxy or representative not to vote on that resolution. If you do not tick any boxes or
your direction on how the proxy is to vote is unclear (in the Proxy’s sole opinion) in respect of a resolution, then the direction is to abstain. However, the
Chair (along with all other directors and their “Associated Persons” (as defined in the NZX Listing Rules)) is unable to cast discretionary proxies in favour
of Resolution 1. The Chair will not cast discretionary proxies on Resolution 5. If you select more than one candidate in Resolution 5 (Section C) you will be
deemed to have abstained from voting.
5. A proxy is not entitled to exercise more than 1% of the maximum number of votes that may be exercised at a meeting of the Company. Accordingly, if the Chair
is named as proxy by you and by a number of other shareholders, then they may not be able to cast your votes. Therefore, it is preferable to nominate a proxy
from your Region.
6. If you return this Proxy Form without appointing a proxy, the Chair of the meeting will vote in accordance with your express instructions.
7. This Proxy Form must be signed by you or your attorney, duly authorised in writing. In the case of a joint shareholding, this Proxy Form may be signed by any
of the joint shareholders (or their duly authorised attorney). 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 corporate shareholder, or an attorney duly authorised by the corporate shareholder.
8. If the Proxy Form is signed under a power of attorney, a certificate of non-revocation must be completed and a copy of the power of attorney provided to
MUFG Corporate Markets, unless it has already been noted by LIC or MUFG Corporate Markets.

General
9. This Postal/Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority certified by a
Solicitor, Justice of the Peace or Notary Public must be lodged with MUFG Corporate Markets by no later than 4pm, Monday, 16 September 2024, (being 48
hours prior to the meeting) in accordance with the instructions above.


You can vote in one of the following ways:
CSN/Holder Number:
Scan this QR code with your
smartphone and vote online

PTPT Code:

LIC encourages shareholders to cast their vote by 4pm, 16 September 2024.

LIC Shareholders who attend the Annual Meeting on Wednesday 18 September 2024 at 4pm will also be able to vote
during the meeting, if they have not already cast their vote.
SOUTH ISLAND

PTPT CODE: <CSN/Holder Number Barcode>
Go online to https://investorcentre.linkmarketservices.co.nz/voting/LICV to appoint your proxy or complete the form.

<Voting Card Barcode>


Option 1: Attend the Meeting
In person: LIC Headquarters, 605 Ruakura Road, Newstead, Hamilton

Online: www.virtualmeeting.co.nz/lic24
Option 2: Voting Online
To cast your vote electronically go to: https://investorcentre.linkmarketservices.co.nz/voting/LICV.
Enter your CSN/Holder Number and password listed below. Follow the instructions to cast your vote. Advanced electronic voting
closes at 4pm, 16 September 2024.

CSN/Holder Number: <CSN> Password: <Password>
Option 3: Postal Vote or Appoint a Proxy
• Complete sections A, B, C & D on page 3
• Scan and email your completed voting paper to: meetings@linkmarketservices.com. Please list “LIC Annual Meeting” in the
subject line
• OR post to: MUFG Corporate Markets, PO Box 91976, Auckland 1142
• To ensure your voting paper reaches the Returning Officer before the close of voting please post no later than Monday 16
September 2024

Shareholder Questions
Shareholders attending the Annual Shareholders Meeting will have the opportunity to ask questions during the meeting. If you cannot attend
the Annual Shareholders Meeting but would like to ask a question, you can submit a question online by going to
https://investorcentre.linkmarketservices.co.nz/voting/LICV and completing the online validation process or complete the question section
below and return to MUFG Corporate Markets in the envelope enclosed. Questions will need to be submitted by 4pm on Monday, 16
September 2024. The Board will endeavour to address and answer questions at the meeting.

Question:

Electronic Investor Communications
If you received the Notice of Meeting and Voting Form by mail and wish to receive your future investor communications by email please provide
your email address below:


Contact Details

Contact Name:

Phone Number: Date:

PTPT CODE: <CSN/Holder Number Barcode>
Go online to https://investorcentre.linkmarketservices.co.nz/voting/LICV to appoint your proxy or complete the form.

<Voting Card Barcode>


Section A: Postal Vote or Appoint a Proxy

I wish to vote by postal vote (please tick the box)

I wish to appoint a proxy to vote on my behalf (please tick the box and fill in the details below):
Name of Proxy:



Email Address:


Section B: Ordinary Resolutions
FOR AGAINST ABSTAIN
PROXY’S
DISCRETION
1. Approval of LIC Directors’ Remuneration

2. Approval of LIC Shareholder Reference Group Remuneration

3. To reappoint KPMG as external auditor


Section C: Resolution 5. Director Election (South Island)
You may vote for a maximum of ONE (1) candidate(s). Candidate names are listed in random order.

Tony Coltman

Richard Stalker

Stuart Taylor

Section D: Signatures – this section must be completed

Shareholder/Director 1:

Shareholder/Director 2:

Shareholder/Director 3:

---

Virtual
Meeting
Guide
MUFG Corporate Markets
A division of MUFG Pension & Market Services

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Make sure your browser will work
by going to whatismybrowser.com
Supported browsers are:
• Chrome Version 44 and later
• Edge Version 92.0 and later
• Firefox Version 40.0.2 and later
• Safari MacOS 10.9 and later
Check your browser

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
You will need one of the
following to vote
If you’re an investor, you can find your
CSN/Holder Number on most investor
communications from us.
If you’re a proxy, your proxy number will be
sent to your email address one to two days
before the meeting.
Get ready to vote
A
Your CSN/
Holder Number
if you are an
investor
B
Your proxy
number if you
are an appointed
proxy
OR

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Open your browser and go to
www.virtualmeeting.co.nz
Choose the meeting you want to watch from
the list and click the View Meeting button.
Register using your full name, mobile number,
email address, and participant type.
Read and accept the terms and conditions
before clicking on the Register and Watch
Meeting button.
Register for the meeting

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
The webcast will start by itself
when the meeting begins
If the webcast doesn’t start, press the play
button and check the volume on your device
is turned up. The meeting slides will be cycled
through while the webcast plays.
At the bottom are buttons for Get a Voting
Card, Ask a Question and a list of documents
available for download.
Watch the meeting

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Register to vote by clicking on
the Get a Voting Card button
If you’re an investor, you will need to enter
your CSN/Holder Number.
If you’re an appointed proxy, you will need to
enter the proxy number in the Proxy Details
section, then click the Submit Details and
Vote button.
Get a voting card

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Once you have your voting card,
tell us how you want to vote
You may need to use the scroll bar on the right
side of the voting card to see all resolutions.
Choose either Full Vote or Partial Vote using
the tabs. Click on either the For, Against, or
Abstain voting buttons. For a Partial Vote,
enter a number of votes—the total number of
votes you have are shown.
Enter your vote

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Make sure you submit your vote
before the countdown timer
ends
Once you have finished voting, scroll down
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Submit Vote or Submit Partial Vote button.
You can close your voting card without
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The voting card will be under the webcast
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You can edit your votes while voting is open
by clicking on Edit Card. This will re-open the
voting card with any previous votes made.
At the end of the meeting, a red bar with a
five-minute countdown timer will appear at
the top of the website advising the remaining
time to submit your voting cards. Once voting
has been closed, your vote can’t be changed.
Submit your vote

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Only investors, proxies and
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If you have not registered a voting card,
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Number or proxy number before you can ask
a question.
Click on the Ask a Question button either at
the top or bottom of the page.
Ask a question

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Select the category or resolution
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Type your question in the Question box, and click
on the Submit Question button.
After submitting, click the View Questions button
to see your questions (only visible to you).
If your question has been answered and you want
to reply, submit another question.
Submit a question/reply

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
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Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services