PGG Wrightson Limited logo

Annual Shareholders Meeting – Notice of Meeting

AGM16 September 2024PGWIndustrials

Notice is hereby given that the 2024 Annual Shareholders’ Meeting of PGG Wrightson
Limited (“Company”) will be held as a hybrid meeting (in-person and online).

On behalf of the Board

Julian Daly

General Manager Corporate Affairs / Company Secretary

17 September 2024

Notice of Annual

Shareholders’ Meeting

Item A: Chair’s Address

Item B: Chief Executive’s Review

Item C: Shareholder Questions

Consideration of any shareholder questions raised during

or prior to the meeting on the financial statements, annual

report, sustainability report and on the performance and

management of the Company.

Item D: Ordinary Resolutions

To consider, and if thought fit, pass the following ordinary

resolutions. Please read the explanatory notes and other

procedural information in relation to these resolutions:

1. Re-election of Dr Charlotte Severne

That Dr Charlotte Severne be re-elected as a director of

the Company.

2. Re-election of U Kean Seng

That U Kean Seng be re-elected as a director of the

Company.

3. Auditor’s Remuneration

To authorise the directors of the Company to fix the

auditor’s remuneration for the year.

Item E: General Business

To consider such other business as may lawfully be raised at

the meeting.

Order of Business

Where:

Sudima Christchurch Airport Hotel

550 Memorial Avenue

Christchurch

When:

Tuesday, 15 October 2024

Commencing at 9:30am

Online via Computershare’s Meeting Platform: https://meetnow.global/nz

Explanatory Notes
1. Re-election of Dr Charlotte Severne

MSc, PhD (Geology), ONZM

Nominee for Director

The Company’s directors recommend shareholders

vote in favour of Dr Charlotte Severne’s re-election.

2. Re-election of U Kean Seng

LLB (Hons), B.Ec

Nominee for Director

The Company’s directors recommend shareholders

vote in favour of U Kean Seng’s re-election.

3. Auditor’s Appointment and Remuneration

Noting the automatic reappointment of Ernst & Young

as the Company’s auditor under section 207T of the

Companies Act 1993, the proposed ordinary resolution is to

authorise the directors to fix the auditor’s remuneration for

the year for the purposes of section 207S of the Companies

Act 1993.

The Company’s directors recommend shareholders vote

in favour of this resolution

Ordinary Resolutions

Dr Charlotte Severne, Independent Director

Dr Charlotte Severne (Tūwharetoa, Tūhoe) was appointed

to the PGG Wrightson Limited Board on 18 June 2021 as an

Independent Director. She is also Chair of PGG Wrightson’s

Health, Safety and Environment Committee.

Charlotte was a commercial scientist and executive for 20

years. She was also Deputy Vice Chancellor at both Lincoln

and Massey Universities.

In 2017 she received an ONZM for her contribution to

Science and Māori. In 2018 she was appointed the Māori

Trustee, with various governance and agency roles for

whenua Māori across New Zealand.

U Kean Seng, Director

U Kean Seng was appointed to the PGG Wrightson Limited

Board on 4 December 2012. Kean Seng previously practiced

as a partner at Singaporean law firm, Shooklin & Bok LLP,

focused on East Asia, and he led a corporate finance team

in Allen & Overy Shooklin & Bok, JLV, an international law

venture partnership with London based Allen & Overy LLP.

He was Head of Corporate and Legal Affairs for Agria

Corporation from December 2008 to December 2023.

U Kean Seng previously sat as an Independent and non-

executive Director of several public listed corporations. He

received a Bachelor of Laws (Honours) degree from Monash

University Australia. He is a Barrister and Solicitor, Supreme

Court of Victoria, Australia; Advocate and Solicitor, Supreme

Court of Singapore and Solicitor of England and Wales. In

addition to his extensive legal knowledge, U Kean Seng is

also a qualified economist, having completed his degree

majoring in Economics and Accounting, B.Ec at Monash

University, Australia.

Following the conclusion of the Annual Shareholders’ Meeting, a video recording of the meeting will be available at

www.pggwrightson.co.nz/investor-centre/annual-shareholders-meeting

Procedural Notes
Procedural Notes, Attendance and Voting

Voting entitlements

The only persons entitled to vote at the meeting are those

shareholders whose names are recorded in the share

register of the Company at 5:00pm on Friday, 11 October

2024.

Casting your vote

You may cast your vote using one of the following options:

1. Before the Annual Shareholders’ Meeting:

If you wish, you can vote prior to the Annual Shareholders’

Meeting:

• by completing and sending the Proxy/Voting Form by

post or email so that it is received by Computershare

Investor Services Limited no later than 9:30am on

Sunday, 13 October 2024; or

• on the website of PGG Wrightson Limited’s share

registry, Computershare Investor Services Limited up

until 9:30am on Sunday, 13 October 2024 at: www.

investorvote.co.nz

2. At the Annual Shareholders’ Meeting:

If you wish, you can vote either:

• In-person: If you wish you can attend the Annual

Shareholders’ Meeting and vote. Voting will be by way

of poll. You must bring the Proxy/Voting form with you

to vote.

• Online at: https://meetnow.global/nz or by scanning

the QR code on the Voting/Proxy Form with your

smartphone. For more information about voting at

the Annual Shareholders’ Meeting, please refer to the

Virtual Meeting Guide which accompanies this Notice

of Meeting.

3. Appoint a proxy to vote:

You may appoint a proxy or corporate representative (if

the shareholder is a body corporate) to attend the Annual

Shareholders’ Meeting, to act generally at the meeting and

to vote on your behalf. Your proxy does not need to be a

PGG Wrightson Limited shareholder. To do this, you should

complete the Proxy/Voting Form. It must be returned to the

share registrar by 9:30am on Sunday, 13 October 2024.

You may return your Proxy/Voting Form by:

• Completing the Proxy/Voting Form and either mailing

or emailing it to the share registrar; or

• Completing the Proxy/Voting Form online at www.

investorvote.co.nz

Proxy/Voting Form

The Proxy/Voting Form allows you to vote either for or

against, or abstain from, the resolutions notified in the

Notice of Meeting.

If you appoint a PGG Wrightson Limited director as your

proxy to vote on your behalf, then any undirected proxies

granted to the director will be voted in favour of the

relevant resolutions.

If, in appointing a proxy, you have inadvertently not named

someone to be your proxy, or your named proxy does not

attend the Annual Shareholders’ Meeting, the Chair of the

meeting will be your proxy and will vote in accordance with

your express direction.

To assist shareholders wishing to exercise their voting rights

at the Annual Shareholders’ Meeting (whether in person,

online, or by proxy), the Proxy/Voting Form accompanying

this Notice of Meeting has been personalised with

individual shareholder details. The Proxy/Voting Form

shows your current shareholding. If, at 5:00pm on Friday,

11 October 2024, your shareholding is different from that

shown on the Proxy/Voting Form, it will be updated by PGG

Wrightson Limited’s share registry, Computershare Investor

Services Limited.

Method of voting

Voting on all resolutions put before the Annual

Shareholders’ Meeting will be by poll. Results of the voting

will be available after the conclusion of the meeting and

will be notified on the NZX.

Voting thresholds

The resolutions required for item D (Resolutions 1, 2 and

3) are ordinary resolutions, requiring a simple majority of

the votes of those shareholders entitled to vote on the

resolutions.

Questions for the Annual Shareholders’ Meeting

Shareholders attending the meeting in person and virtually

will be given the opportunity to ask questions during

General Business.

If you wish to be heard at the Annual Shareholders’ Meeting

you can submit your questions in advance, participate in

person or virtually, or appoint a proxy to do so.

If you wish to submit written questions in advance of

the meeting, please email or mail them to the following

addresses by 11 October 2024:

Julian Daly

General Manager Corporate Affairs / Company Secretary

PGG Wrightson Limited

PO Box 292, Christchurch 8140

Email: companysecretary@pggwrightson.co.nz

Following the conclusion of the meeting, the directors invite shareholders to join them
for light refreshments.

The address for the share registrar is:

Computershare Investor Services Limited

Private Bag 92119

Victoria Street West

Auckland 1142

New Zealand

Contact details:

Phone: +64 9 488 8777

Email: enquiry@computershare.co.nz

www.investorcentre.com/nz

Share Registrar

PGG Wrightson Limited’s share registrar in New Zealand is Computershare Investor Services Limited.

You can manage your shareholding online via the Computershare Investor Services Limited investor centre. To change your

address, update your payment instructions and to view your investment portfolio, please visit www.investorcentre.com/nz

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PGG Wrightson Limited
Proxy/Voting Form – 2024 Annual Shareholders’ Meeting on 15 October 2024

PGG Wrightson Limited will hold its Annual Shareholders’ Meeting as a hybrid meeting.

All shareholders will have the opportunity to attend and participate in the 2024 Annual Shareholders’ Meeting either in person or online.

www.investorvote.co.nz

Vote online, 24 hours a day, 7 days a week:

Smartphone?

Scan the QR code to vote now.

Your secure access information

Control Number: CSN/Shareholder Number:

PLEASE NOTE: You will need your CSN/Shareholder Number and Postcode/Country of Residence to vote or appoint

a proxy online.

For your proxy vote to be effective it must be received by 9:30am on Sunday, 13 October 2024.

How to vote on Items of Business

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

By personally attending the Annual Shareholders’ Meeting

If you plan to attend the Annual Shareholders’ Meeting in person, please bring this Proxy/Voting Form with you.

By virtually attending the Annual Shareholders’ Meeting

If you propose to attend the Annual Shareholders’ Meeting virtually, please read the enclosed Virtual Meeting

Guide prior to the meeting. You can participate in the meeting virtually through the web platform

https://meetnow.global/nz and entering the meeting. You will be able to view presentations, ask questions and

cast your vote online. For any assistance with the process, please contact Computershare on +64 9 488 8777

between 8.30am-5.00pm Monday to Friday.

By making a postal vote (online or by mail or email)

If you wish to cast a postal vote, please complete the postal voting form, sign in the space provided at the end of

that section and return it either by mail or email (scanned attachment) to the relevant Computershare address

above. Alternatively, you can cast a postal vote by visiting the Computershare website above or scanning the QR

code. It is not necessary to also appoint a proxy.

Appointment of Proxy

If you do not plan to attend the hybrid meeting, you may appoint a proxy. To do this, enter the name of your proxy

in the space allocated in ‘Step 1’ of this form. You must name a proxy for your appointment to be valid.

Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a

box your proxy may vote as they choose, except for a director (or associated person of a director) who will abstain

from voting any undirected proxy on the resolutions. If you mark more than one box on an item of business your

vote will be invalid on that item.

Appointing the Chair or any other director as your proxy

The Chair of the meeting, or any other PGG Wrightson Limited director, is willing to act as proxy for any shareholder

who wishes to appoint her or him to vote on their behalf. To appoint the Chair of the meeting or a director as your

proxy enter ‘the Chair’ or the name of the director you wish to appoint in the space allocated in ‘Step 1’ of this form.

If, in appointing a proxy, you have inadvertently not named someone to be your proxy, or your named proxy does

not attend the hybrid meeting, the Chair of the meeting will be your proxy and will vote in accordance with your

express direction.

Go online to vote or appoint a proxy, or turn over to complete the form

Signing instructions for Postal Proxies

Individual

Where the holding is in one name, the

shareholder must sign this form.

Joint Holding

At least one joint shareholder should sign

this form (on behalf of all joint shareholders).

If different joint shareholders purport to

appoint different proxies, the vote of the proxy

appointed by the first named joint shareholder

will prevail.

Power of Attorney

If this Proxy/Voting Form has been signed under

a power of attorney, a certified copy of the

power of attorney and a signed certificate of

non-revocation of the power of attorney must

accompany this Proxy/Voting Form.

Companies

This Proxy/Voting Form must be signed by a

duly authorised officer or attorney. Persons who

sign on behalf of a company must be acting

with the company’s express or implied authority.

Comments & Questions

If you have any comments or questions for

PGG Wrightson Limited, please write them

on a separate sheet of paper and return them

with this form, or email

companysecretary@pggwrightson.co.nz.

Lodge your vote

Online

www.investorvote.co.nz


By Email

corporateactions@computershare.co.nz

Please use “PGW Proxy” in the subject line


By Mail

PGW Proxy

Computershare Investor Services Limited

Private Bag 92119, Auckland 1142,

New Zealand

For all enquiries contact



+64 9 488 8777


corporateactions@computershare.co.nz

STEP 1: Appoint a Proxy to
Vote on Your Behalf

Proxy/Representative Form

I/We being a Shareholder (or Shareholders) of PGG Wrightson Limited

hereby appoint of

or failing him/her of

as my/our proxy or representative to exercise my/our vote at the Annual Shareholders’ Meeting of PGG Wrightson Limited (“Company”)

to be held at the Sudima Christchurch Airport Hotel, 550 Memorial Avenue, Christchurch and online via the Computershare Meeting

Platform at https://meetnow.global/nz on Tuesday, 15 October 2024, commencing at 9:30am and at any adjournment of that meeting.

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

Shareholder 1 Shareholder 2 Shareholder 3

or a duly authorised officer or attorneyor a duly authorised officer or attorneyor a duly authorised officer or attorney

Contact Name: Contact Daytime Telephone: Date:

STEP 2 : Items of Business - Voting

Instructions / Ballot Paper

Please complete this section if you have appointed a proxy or representative and wish to instruct him / her

on voting. Or please complete if you are NOT attending the virtual meeting and are NOT appointing a proxy

or representative to attend in your place, and you wish to vote by email or by mail.

DO NOT complete this section if you are voting or appointing a proxy or representative online.

Ordinary resolutions supported by the Board

(TICK ONE BOX FOR EACH RESOLUTION)

For AgainstAbstain

P r o x y ’s

Discretion

1.To re-elect Dr Charlotte Severne as a director of the Company



2.To re-elect U Kean Seng as a director of the Company



3.To authorise the directors to fix the auditor’s remuneration



Please complete this section if you are NOT attending the hybrid meeting and wish to appoint a proxy

or representative to attend in your place. DO NOT complete this section if you are appointing a proxy

online, or if you are voting online, by email or by mail.

If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone

and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.

Proxy contact details (Phone): and (Email):


If you wish to attend, please bring this paper. The Proxy Voting Instructions / Ballot Paper are for use in the event of a ballot at the meeting.


If you do not wish to attend and wish to appoint a proxy or representative or vote online, by email or by mail, please follow the instructions on the

reverse on this form.

For your vote to be effective it must be received by 9:30am on Sunday, 13 October 2024.

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Attending the meeting online
Our online meeting provides you the opportunity to

participate online using your smartphone, tablet or computer.

If you choose to attend online you will be able to view a live

webcast of the meeting, ask questions and submit your

votes in real time.

You

will need the latest version of Chrome, Safari or

Edge. Please ensure your browser is compatible.

HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS

Visit https://meetnow.global/nz

When successfully authenticated, the home screen

will be displayed. You can watch the webcast, vote,

ask questions, and view meeting materials in the

documents folder. The image highlighted blue

indicates the page you have active.

The webcast will appear and begin automatically

once the meeting has started.

Voting

Resolutions will be put forward once voting is

declared open by the Chair. Once the voting has

opened, the resolution and voting options will appear.

To vote, simply select your voting direction from the

options shown on screen. You can vote for all

resolutions at once or by each resolution.

Your vote has been cast when the green tick appears.

To change your vote, select ‘Change Your Vote’.

Q&A

Any eligible shareholder/proxy attending the meeting

r

emotely is eligible to ask a question.

S

elect the Q&A tab and type your question into the

box at the bottom of the screen and press 'Send'.

Navigation

Access

Access the online meeting at

https://meetnow.global/nz, and select the required

meeting. Click 'JOIN MEETING NOW'.

If you are a shareholder:

Select 'Shareholder' on the login screen and enter

your CSN/Holder Number and Post Code. If you are

outside New Zealand, simply select your country

from the drop down box instead of the post code.

Accept the Terms and Conditions and click Continue.

If you are a guest:

Select Guest on the login screen. As a guest, you will

be prompted to complete all the relevant fields

including title, first name, last name and email

address.

Please note, guests will not be able to ask questions

or vote at the meeting.

If you are a proxy holder:

You will receive an email invitation the day before the

meeting to access the online meeting. Click on the

link in the invitation to access the meeting.

Contact

If you have any issues accessing the website please

c

all +64 9 488 8700.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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