Hallenstein Glasson Holdings Limited logo

Hallenstein Glasson Holdings Ltd Notice of Meeting

AGM7 November 2024HLGConsumer Discretionary

NOTICE OF MEETINGNOTICE OF MEETING
NOTICE OF MEETINGNOTICE OF MEETING

Notice is given that the Annual Meeting of Shareholders of Hallenstein Glasson Holdings Limited (HGHL or the Company) will be held at
Rydges Latimer, 30 Latimer Square, Christchurch, and online at https://meetnow.global/nz on Tuesday 10 December 2024 at 10:00 am.

Please refer to the Virtual Meeting Guide available at www.computershare.com/vm-guide-nz for further information on how to

participate online.

The Company’s shareholders are invited to join the Directors for morning tea at 9:30am prior to the meeting.

AGENDA

GENERAL BUSINESS

1. Chairman’s Address

2. Executive Address

3. Director Elections

To consider, and if thought fit, to re-elect as Directors of the Company (by ordinary resolution of the shareholders) the following persons,

who retire in accordance with the NZX Listing Rules and the Company’s constitution and offer themselves for re-election:

Resolution 3.1: To re-elect Warren Bell as a Director.

Resolution 3.2: To re-elect Graeme Popplewell as a Director.

Resolution 3.3: To re-elect James Glasson as a Director.

As at the date of this Notice of Meeting, the Board has determined that:

— Mr. Popplewell is an Independent Director for the purposes of the NZX Listing Rules; and

— Mr. Bell and Mr. Glasson are not Independent Directors for the purposes of the NZX Listing Rules.

See the explanatory notes.

4. Auditor

To record the reappointment of PricewaterhouseCoopers as Auditor of the Company pursuant to section 207T of the Companies Act

1993, and authorise the Directors to fix the remuneration of the Auditor for the ensuing year.

5. General Business

RESOLUTIONS

The resolutions in items 3 and 4 above require approval by way of an ordinary resolution of shareholders. An ordinary resolution is

a resolution passed by a simple majority (i.e. over 50% of the votes of shareholders of the Company entitled to vote and voting).

ADDRESSES BY CHAIRMAN AND EXECUTIVE

Please note that for shareholders who are unable to attend the meeting, a transcript of the Chairman’s and Executive addresses to the

meeting (and any accompanying slide presentations) will be posted on the Company’s website at www.hallensteinglasson.co.nz and

released to NZX’s market announcement platform at the same time or before they are delivered to the meeting.

PROXIES

1. Any shareholder of the Company entitled to attend and vote at the Annual Meeting may appoint a proxy to attend and vote in the

place of that shareholder. A proxy need not be a shareholder of the Company.

2. A proxy granted by a company must be executed by a duly authorised director, officer or attorney of that company.

3. Enclosed with this Notice of Meeting is a proxy form. To be valid, the proxy form must be returned duly completed to Computershare

Investor Services Ltd, Private Bag 92119, Auckland 1142, so it is received no later than 10.00 am on Sunday 8 December 2024.

4. Each of the Directors of the Company listed below offers themselves as a proxy to shareholders:

Chairperson — W J Bell

T C Glasson

M J Ford

K Bycroft

G Popplewell

S Vincent

J Glasson

J Appleyard

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

the meeting, the Chair of the meeting will be your proxy and will vote in accordance with your express direction.

NOTICE OF MEETING

AGENDA ITEM 3 — DIRECTOR ELECTIONS
Under NZX Listing Rule 2.7.1 a director must not hold office past the later of three years and the third annual meeting after their appointment

without being re-elected by shareholders.

Directors Warren Bell, Graeme Popplewell and James Glasson retire in accordance with these requirements and, being eligible, offer

themselves for re-election.

Warren Bell

Appointed: December 1986

Last re-elected: 21 December 2021

Warren Bell is a non-executive Director and is the Chairperson of the Board. He was appointed to the Board in December 1986.

Mr Bell holds appointments on a number of boards of both public and private companies and is a professional director.

Graeme Popplewell

Appointed: March 1985

Last re-elected: 21 December 2021

Graeme Popplewell is an independent non-executive Director. He was appointed to the Board in March 1985. Mr Popplewell has

a wealth of experience in finance and retail previously holding the CFO and CEO roles within the business for a number of years.

James Glasson

Appointed: April 2021

Last elected: 21 December 2021

James joined Glassons Australia in 2013, after completing a Master of Arts; Fashion Retail at the London College of Fashion

(University of Arts). Taking on various roles within the business over the last 11 years, including Brand Manager, General

Manager and Acting National Retail Manager, James was appointed as CEO of Glassons Australia in October 2017.

The Board unanimously supports the re-election of Warren Bell, Graeme Popplewell and James Glasson.

EXPLANATORY NOTES

HALLENSTEINS.COM
GLASSONS.COM

HALLENSTEINGLASSON.CO.NZ

---

Lodge your proxy
Online

www.investorvote.co.nz

By Mail

Computershare Investor Services Limited

Private Bag 92119, Auckland 1142, New Zealand

For all enquiries contact

+64 9 488 8777

corporateactions@computershare.co.nz

How to Vote on Items of Business

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

Appointment of Proxy

Any shareholder of the Company entitled to attend and vote at the Annual

Meeting may appoint a proxy to attend and vote in the place of that shareholder.

A proxy need not be a shareholder of the Company. Each of the Directors of the

Company listed below offers themselves as a proxy to shareholders:

Chairman – W J Bell

T C Glasson

M J Ford

K Bycroft

G Popplewell

S Vincent

J Glasson

J Appleyard

To do this, enter the name of your proxy in the space allocated in ‘Step 1’ of this

form. Alternatively you can appoint a proxy online at www.investorvote.co.nz.

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

proxy, or your named proxy does not attend the meeting, the Chair of the

meeting will be your proxy and will vote in accordance with your express

direction.

Voting of your holding

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

of business. If you mark more than one box on an item your vote will be invalid

on that item.


Attending the Meeting in Person

Bring this form to assist registration. If a representative of a corporate

securityholder or proxy is to attend the meeting you will need to provide the

appropriate “Certificate of Appointment of Corporate Representative” prior to

admission.


Attending the Meeting Virtually

Shareholders can attend the meeting virtually through the Computershare

Meeting Platform https://meetnow.global/nz. To access the meeting, click ‘Go’

under the Hallenstein Glasson Holdings Limited meeting and then click ‘JOIN

MEETING NOW’. By using the meeting platform, you will be able to watch the

meeting, vote and ask questions online using your smartphone, tablet or

desktop device. Please refer to the Virtual Meeting Guide available at

www.computershare.com/vm-guide-nz for further information on how to

participate online. You will need the latest version of Chrome, Safari or Edge to

access the meeting. Please ensure your browser is compatible.

Signing Instructions for Postal Forms

Individual

Where the holding is in one name, the securityholder must sign.


Joint Holding

Where the holding is in more than one name, all of the securityholders

should sign.

Power of Attorney

If this Proxy Form has been signed under a power of attorney, a copy of the

power of attorney (unless already deposited with the Company) and a signed

certificate of non-revocation of the power of attorney must be produced to the

Company with this Proxy Form.

Companies

A proxy granted by a company must be executed by a duly authorised officer

or attorney of that company.

Comments & Questions

If you have any comments or questions for the company, please write them on

a separate sheet of paper and return with this form.

Go online to lodge your proxy or turn over to complete the form

Proxy/Voting Form

Your secure access information

Control Number: CSN/Securityholder Number:

PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to

securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.

www.investorvote.co.nz

Lodge your proxy online, 24 hours a day, 7 days a week:

Smartphone?

Scan the QR code to vote now.

For your proxy to be effective it must be received by 10:00 am on Sunday, 8

th

December 2024.

or Sole Director/Director or Director (if more than one)
Securityholder 1Securityholder 2Securityholder 3

Contact Name Contact Daytime Telephone Date

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

SIGN

Appoint a Proxy to Vote on Your Behalf

Proxy/Voting Form

STEP 1

Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in

computing the required majority.

Items of Business - Voting Instructions/Ballot Paper

STEP 2

hereby appoint

I/We being a shareholder/s of Hallenstein Glasson Holdings Limited

of

or failing him/herof

AgainstFor

Proxy

Discretion

Abstain

Resolutions

Resolution 3

Director Elections:

3.1.


To re-elect Warren Bell as a Director

3.2.

To re-elect Graeme Popplewell as a Director

3.3.

To re-elect James Glasson as a Director

Resolution 4

To record the reappointment of PricewaterhouseCoopers as Auditor of the Company pursuant to section 207T of the

Companies Act 1993, and authorise the Directors to fix the remuneration of the Auditor for the ensuing year.

as my/our proxy to vote for me/us at the Annual Meeting of Shareholders of Hallenstein Glasson Holdings Limited to be held at Rydges Latimer, 30 Latimer Square,

Christchurch, and online at https://meetnow.global/nz on Tuesday, 10

th

December 2024 at 10.00 am and at any adjournment of that meeting.

If your proxy is not the Chairman 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):

ATTENDANCE SLIP

Annual Meeting of Shareholders of Hallenstein Glasson Holdings Limited

to be held at Rydges Latimer, 30 Latimer Square, Christchurch,

and online at https://meetnow.global/nz

on Tuesday, 10

th

December 2024 at 10.00 am.

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