Notice of Annual Meeting and Proxy / Voting Form

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Sanford Ltd
22 Jellicoe Street, Auckland 1010
PO Box 443, Shortland Street, Auckland 1140
www.sanford.co.nz

Notice of Annual Meeting of Shareholders

Sanford Limited (the Company) gives notice that its Annual Meeting of Shareholders will be held on
Wednesday, 18 December 2024 commencing at 1400 (NZDT) at Eden Park, Reimers Avenue, Mt Eden,
Auckland in the World Cup Lounge West, South Stand, and online. For further details, please refer to the
notes and Virtual Meeting Guide below.

Business
The business of the meeting will be:

A. Chairman’s address

B. Managing Director’s address

C. Resolutions: To consider and, if thought fit, pass the following ordinary resolutions:

Resolution 1: Election of Thomas (Tom) McClurg: That Tom McClurg, having been appointed by
the Board and only holding office until the Annual Meeting, be elected as a director
of the Company.

Resolution 2: Election of Joanne (Jo) Curin: That Jo Curin, having been appointed by the Board
and only holding office until the Annual Meeting, be elected as a director of the
Company.

Resolution 3: Re-election of Craig Ellison: That Craig Ellison, who retires by rotation and is eligible
for re-election, be re-elected as a director of the Company.

Resolution 4: Re-election of Sir Robert (Rob) McLeod: That Sir Rob McLeod, who retires by
rotation and is eligible for re-election, be re-elected as a director of the Company.

Resolution 5: Auditor remuneration: That the directors be authorised to fix the fees and
expenses of the auditor for the ensuing year.

Resolution 6: Issue of Options to David Mair: That, in accordance with NZX Listing Rule 4.2.1,
1,800,000 options to acquire ordinary shares in the Company be issued to David
Mair under the Company’s long-term incentive option plan, on the terms and
conditions set out in the explanatory notes to this resolution.

Refer to the explanatory notes below for further details on these resolutions.

D. General Business: To consider such other business as may be properly raised at the meeting.


Sir Rob McLeod
Chair
19 November 2024

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Procedural Notes
Persons entitled to vote
The persons who will be entitled to vote at the Annual Meeting are those persons registered as holding
ordinary shares on the Company’s share register at 1700 (NZDT) on Monday, 16 December 2024.

No shareholder is restricted from voting on Resolutions 1 to 5 under the NZX Listing Rules.

The Company will disregard any votes cast on Resolution 6 by David Mair or any Associated Person of his (as
defined in the NZX Listing Rules). However, the Company will not disregard a vote if David Mair is acting as a
proxy for a person who is entitled to vote where such vote is cast in accordance with an express instruction
contained in a Proxy/Voting Form.

Ordinary Resolutions (Resolutions 1 to 6)
Each of Resolutions 1 to 6 is an ordinary resolution. In order for an ordinary resolution to be passed, it must
be approved by a simple majority of the votes of those shareholders entitled to vote and voting on the
resolution.

NZX Non-objection
NZX Regulation Limited (NZ RegCo) does not object to this notice of meeting and does not take any
responsibility for any statement contained within this notice of meeting.

Proxy / Postal Voting
A shareholder entitled to attend and vote at the Annual Meeting is entitled to:

• appoint a proxy to attend and vote instead of the shareholder; or
• cast a postal vote instead of attending in person or appointing a proxy.

A Proxy/Voting Form is enclosed with this Notice of Annual Meeting. To be effective, the Proxy/Voting Form
must be deposited with the Company in accordance with the instructions on the form not later than 1400
(NZDT) on Monday, 16 December 2024.

A shareholder may appoint “The Chair of the Meeting” as Proxy. Where a direction is not given to the Chair
as to how to cast the vote on any Resolution (an undirected proxy), the Chair intends to vote in favour of
Resolutions 1 to 6. If, in appointing a proxy (i.e. you mark any of the PROXY DISCRETION boxes in Step 1 of
the Proxy/Voting Form), you inadvertently do not name someone to be your proxy in Step 2 of the
Proxy/Voting Form, or your named proxy does not attend the meeting, the Chair will be your proxy and will
vote in accordance with your express direction.

A proxy need not be a shareholder of the Company. A corporation may appoint a person to attend the
meeting as its representative in the same manner as that in which it may appoint a proxy.

Explanatory Notes
Resolution 1: Election of Tom McClurg
In accordance with NZX Listing Rule 2.7.1, a director appointed by the Board must not hold office (without re-
election) past the next annual meeting following that director’s appointment.
Accordingly, Tom McClurg is required to retire (having been appointed by the Board on 19 February 2024 as
an independent director of the Company). Being eligible, Tom McClurg has offered himself for election.

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The Board considers that Tom McClurg will be an independent director for the purposes of the NZX Listing
Rules if elected to the Board.
Tom currently holds a number of director roles including as a director of Toroa Strategy Limited, the Ngati
Mutunga o Wharekauri Asset Holding Company, Port Nicholson Fisheries (Koura Inc GP) and is Chair of
Commercial Fisheries Services Limited (Fishserve). In addition to local advisory roles with clients including Te
Tumu Paeroa and Te Ohu Kai Moana, he has been engaged by the World Bank, NZAid, PNA Office and other
organisations to provide fisheries management and commercial fisheries advice in West Africa, the Middle
East, and the Pacific.
Tom holds a bachelor's degree in Agricultural Science, Rural Land Valuation registration and a master's
degree in Natural Resource Management.
The Board supports the election of Tom McClurg and recommends that shareholders vote in favour of
Resolution 1.
Resolution 2: Election of Jo Curin
In accordance with NZX Listing Rule 2.7.1, a director appointed by the Board must not hold office (without re-
election) past the next annual meeting following that director’s appointment.
Accordingly, Jo Curin is required to retire (having been appointed by the Board on 22 August 2024 as an
independent director of the Company). Being eligible, Jo Curin has offered herself for election.
The Board considers that Jo Curin will be an independent director for the purposes of the NZX Listing Rules if
elected to the Board.
Jo has over 25 years of governance experience in public and private structures including large-scale global
companies. Jo has also held various senior executive positions, including as CFO of FTSE 100, ASX 50 and FTSE
250 businesses. Jo’s sector experience includes shipping, logistics, manufacturing, engineering, construction,
critical infrastructure, property development, retail, technology and healthcare.
Jo is currently Deputy Chair and Audit Committee Chair for Geoquip Marine, a global offshore geotechnical
engineering company.
Jo qualified as a Chartered Accountant and holds a Bachelor of Commerce from the University of Auckland.
The Board supports the election of Jo Curin and recommends that shareholders vote in favour of
Resolution 2.
Resolution 3: Re-election of Craig Ellison
In accordance with NZX Listing Rule 2.7.1, a director of the Company must not hold office (without re-
election) past the third annual meeting following that director’s appointment or 3 years, whichever is longer.
Accordingly, Craig Ellison is required to retire (having held office since 2021 as a director of the Company).
Pursuant to NZX Listing Rule 2.3.1, a shareholder of the Company who is entitled to attend and vote at the
Annual Meeting, may nominate a director for election at the Annual Meeting. In accordance with this Rule,
Ngāi Tahu Investments Limited, being the holder of a 19.87% interest in the Company’s equity securities, has
nominated Craig Ellison and, being eligible, Craig Ellison has offered himself for re-election.
The Board considers that Craig Ellison will not be an independent director for the purposes of the NZX Listing
Rules if re-elected to the Board. From August 2023 until the end of April 2024, he was the Acting CEO of the
Company, and is associated with a substantial shareholder of the Company, Ngāi Tahu Investments Limited,
having served most recently as Chief Executive Officer for Ngāi Tahu Holdings Corporation until March 2023.

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Craig has extensive experience in the seafood industry and governance across a wide range of sectors. His
past roles show a long involvement and deep expertise in the fisheries and seafood sector including as Chair
of Seafood New Zealand, Chair of the Seafood Standards Council, as well as serving on the boards of the
Fishing Industry Association, Prepared Foods, Aotearoa Fisheries Limited (now Moana), Sealord Group
Limited and numerous stakeholder organisations. He was a commissioner (and deputy chair) of the Treaty of
Waitangi Fisheries Commission (Te Ohu Kaimoana), which gave effect to the Māori fisheries settlement
enshrined in legislation in the Māori Fisheries Act of 1989. He also co-chaired, with the then Prime Minister’s
Chief Science Advisor, a report on the future of commercial fishing in New Zealand.
Craig has also been Chair of Wellington Zoo and has served on the boards of Airways New Zealand, NIWA,
and New Zealand Trade and Enterprise.
Craig graduated from Otago University with a Masters in Zoology, and he is a Taumutu member of the Otago
University School of Business. He was deeply involved in his family fishing company Otakou Fisheries in
Dunedin.
The Board supports the re-election of Craig Ellison and recommends that shareholders vote in favour of
Resolution 3.
Resolution 4: Re-election of Sir Rob McLeod
In accordance with NZX Listing Rule 2.7.1, a director of the Company must not hold office (without re-
election) past the third annual meeting following that director’s appointment or 3 years, whichever is longer.
Accordingly, Sir Rob McLeod is required to retire (having held office since 2021 as an independent director of
the Company). Being eligible, Sir Rob McLeod has offered himself for re-election.
The Board considers that Sir Rob McLeod will be an independent director for the purposes of the NZX Listing
Rules if re-elected to the Board.
Sir Rob is also Chair of Nati Growth Limited (previously Ngati Porou Holding Company Limited) and a director
of the Port of Tauranga.
Sir Rob has had an extensive professional and governance career both within the accounting profession and
various public and private companies. His past directorships include ANZ National Bank, SkyCity
Entertainment Group and Telecom. He is a past Chairman of Aotearoa Fisheries Limited (now Moana),
Sealord Group Limited and was a Commissioner of the Waitangi Fisheries Commission. He has chaired and
been a member of a number of Government Task Forces and is also a past Chair of the New Zealand Business
Roundtable. His most recent roles were as CEO of Ernst & Young Oceania (Australia, New Zealand and Pacific
Islands) based in Sydney from 2010 to the end of 2014 and finally as the New Zealand Chair for the 2015
calendar year prior to his retirement from EY.
Sir Rob has a Bachelor of Laws, a Bachelor of Commerce, qualified as a Chartered Accountant, and was
appointed Knight Companion of the NZ Order of Merit in 2019.
The Board supports the re-election of Sir Rob McLeod and recommends that shareholders vote in favour of
Resolution 4.
Resolution 5: Fixing of auditor fees and expenses
KPMG is the current auditor of the Company and has indicated its willingness to continue in office. Pursuant
to section 207T of the Companies Act 1993 of New Zealand, KPMG is automatically reappointed at the
Annual Meeting as auditor of the Company. The proposed resolution is to authorise the Board to fix auditor
remuneration for the following year for the purposes of section 207S of the Companies Act 1993.

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Resolution 6: Issue of Options to David Mair
On 01 May 2024, the Company announced the appointment of David Mair as its Managing Director, a role
which he commenced on the date of the announcement. The Company announced that David would remain
on the Board, where he had served since November 2022, and would become an Executive Director due to
his appointment as Managing Director.
Remuneration arrangements
The Company entered into an employment agreement with David on 01 May 2024 which details the terms of
his employment, including those relating to his remuneration (Employment Agreement). David’s Employment
Agreement, including his remuneration arrangements, were negotiated and agreed by a subcommittee of
the Board having regard to David’s management experience as well as market practice in relation to the
remuneration of the Chief Executive Officers and Managing Directors of other NZX-listed issuers. David did
not form part of the Board subcommittee and did not participate in the consideration or approval of his
Employment Agreement.
David’s Employment Agreement provides for a base salary of NZ$900,000 per annum and incentive
arrangements comprising:
• a short term incentive (STI) equal to the lesser of: (i) 5% of the financial year Adjusted Earnings
Before Interest and Tax (EBIT) improvement over the prior best financial year Adjusted EBIT achieved
by the Company during David’s term as Managing Director; and (ii) 30% of David’s cash salary paid in
respect of the FY to which the STI calculation is applied; and
• a long term incentive (LTI) in the form of a grant of 1,800,000 options to acquire ordinary shares in
the Company.
The Board subcommittee set the quantum of David’s LTI grant of options at a level designed to achieve the
objective of incentivising longer term performance and decision-making, retain David and align his interests
with shareholders. Having regard to these objectives, when considering the relative weighting of fixed and
variable components of David’s remuneration, the Board subcommittee favoured a greater weighting toward
the performance-based variable component of David’s remuneration over his fixed remuneration and a
greater weighting of the LTI over the STI in his performance-based incentive arrangements.
LTI Option Plan
The Board has approved the establishment of a long term incentive option plan (LTI Option Plan). In
accordance with the LTI Option Plan, the Board may grant options to employees of the Company to acquire
fully paid shares in the Company (the Options).
The objectives of the LTI Option Plan are to reward and retain key employees, drive longer term performance
and align incentives of participants with the interests of the Company’s shareholders, and encourage longer
term decision making by participants.
The terms of the LTI Option Plan are as follows:
• each Option is granted for nil cash consideration;
• each Option granted may not be sold, transferred or otherwise disposed of without the prior written
consent of the Board;
• each Option granted confers an entitlement to be issued or transferred one fully paid ordinary share
in the Company on exercise of the Option for a pre-determined exercise price;
• the exercise price will be determined by the Board and specified in the grant letter setting out the
terms of the grant provided to each participant;
• subject to remaining employed with the Company, the Options will be eligible to be exercised on the

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vesting date up until the termination date (as specified in the grant letter), at which time any
unexercised Options will lapse;
• shares issued or transferred on exercise of the Options will be fully paid ordinary shares in the
Company which will rank pari passu with all other ordinary shares of the Company and will be quoted
on the NZX Main Board so long as the Company remains listed on the NZX Main Board;
• if the participant’s employment ceases (by any means and for any reason), the Options will lapse
immediately (irrespective of whether or not the Options have reached their vesting date), subject to
the Board exercising its discretion to allow the participant to exercise some or all of their Options
following cessation of their employment with the Company (which may be made subject to such
conditions as the Board sees fit);
• the Options confer no dividend rights or entitlement to participate in any other corporate action of
the Company, including any capital return or subsequent issue of securities by the Company (except
as described below);
• if, prior to the exercise of an Option, the Company makes a bonus issue of shares, participants will be
entitled to, on exercise of their Options, receive additional shares as if the shares issued or
transferred upon exercise of the Options had participated in the bonus issue);
• if, prior to the exercise of an Option, the Company confers on its shareholders the right to acquire
shares in the Company, the Board may adjust the exercise price in the manner permitted by NZX
Listing Rule 6.5.2(b);
• if, prior to the exercise of an Option, there is a rearrangement or reconstruction of shares in the
Company which changes the proportionate interest in the Company represented by each share, the
Company may adjust the number of shares to be received by the participant on the exercise of that
Option in the same ratio as the reconstruction or adjust the exercise price of the Option in the
inverse ratio to the reconstruction;
• if, prior to the vesting date:
o the Company receives a takeover offer pursuant to which the offeror acquires 75% or more
of the total voting rights in the Company, all Options will automatically become eligible to be
exercised on the specified effective date for the takeover; and
o a takeover (other than in respect of a takeover offer described above), buyback of shares by
the Company, scheme of arrangement or amalgamation in respect of the Company takes
place, the Board may permit all or some of a participant’s Options to accelerate automatically
so that those Options may be exercised immediately prior to the specified date for the
transaction;
• if the Company (or a subsidiary of the Company) divests or disposes of a material business or asset,
the Board may make special rules to apply to some or all of the Options to ensure that the participant
does not enjoy a windfall gain, or suffer a material detriment, as a result of the divestment or
disposal; and
• except to the extent set out in a grant letter, neither the Company nor any subsidiary of the Company
is responsible for any taxes which may become payable by a participant in connection with the LTI
Option Plan.
Proposed Grant
Subject to shareholder approval pursuant to Resolution 6, the Board has made a grant of Options to David
under the LTI Option Plan in accordance with the remuneration arrangements in his Employment Agreement
on the following terms:
Proposed Award 1,800,000 Options
Grant Date 15 November 2024

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Exercise Price An amount calculated as follows:
Exercise Price = (a x b) – c
Where:
a = $4.0063, being the volume weighted average price of the Company’s
shares on the NZX over the 20 Business Days prior to 01 May 2024
b = 1.259, which represents a cost of capital charge of 8% per annum
compounding annually over the period from the date the Options are
issued to the Vesting Date
c = the cumulative amount of cash dividends per share paid by the
Company during the period between 01 May 2024 and the Vesting
Date
Vesting Date The date on which the Company’s financial results for the year ended 30
September 2027 are released to NZX
Termination Date The date which is 20 Business Days following the date on which the
Company’s financial results for the year ended 30 September 2027 are
released to NZX
Net Settlement David may direct the Company to facilitate a cashless (net settled) exercise,
pursuant to which the Company will transfer or issue to David such number of
shares as is equal to the difference between the market value of a share in
the Company (calculated as the volume weighted average price the
Company’s shares reported on the NZX Main Board for the 5 Business Days
prior to the issue or transfer of the shares) and the exercise price per Option,
multiplied by the number of Options being exercised, divided by the market
value.
Tax obligations David is liable to pay any tax arising on exercise of his Options.

Shareholder approvals sought
Resolution 6 seeks shareholder approval for the issue of 1,800,000 Options (on the terms described above) to
David as a single grant under the LTI Option Plan.
The Company is unable to issue the Options to David without shareholder approval in accordance with NZX
Listing Rule 4.2.1 as David is the only participant in the LTI Option Plan and therefore the allocation criteria
applying to David does not apply to employees or directors more generally.
The issue of the Options requires the approval of the Company’s shareholders by Ordinary Resolution
pursuant to NZX Listing Rule 4.1.1 and in accordance with NZX Listing Rule 4.2.1 (with the issue of shares on
exercise of Options then being permitted under NZX Listing Rule 4.9.1(b)(i) without further shareholder
approval).
If shareholders approve Resolution 6, shareholders will not immediately be diluted by the issue of Options to
David. Subject to all of the Options being exercised without adjustment, this will result in the issue of

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1,800,000 ordinary shares to David representing 0.1925% of the total ordinary shares currently on issue,
which will have a corresponding dilutionary impact on all shareholders. Dilution occurs when a company
issues new share which results in a decrease of an existing shareholder’s ownership percentage of the
company, although the number of shares they hold will not be affected.
If shareholder approval for the issue of Options to David pursuant to Resolution 6 is given, the Company will
issue the Options to David shortly after the Annual Meeting and by no later than 20 December 2024.
If shareholder approval for the issue of Options to David pursuant to Resolution 6 is not obtained, the
Company will need to agree alternative additional compensation for David for the loss of that benefit (which
was taken into account by the parties in agreeing the quantum of the other aspects of his remuneration
package).
NZX Waiver from Appraisal Report requirements in respect of Resolution 6
NZX Listing Rule 7.8.5(b) requires a notice of meeting to consider a resolution in respect of an issue of
financial products to be accompanied by an Appraisal Report if the issue is intended, or is likely, to result in
more than 50% of those financial products being issued to Directors or Associated Persons of Directors. On
the basis that David is a Director of the Company and the sole participant in the LTI Option Plan, without a
waiver from NZX Listing Rule 7.8.5, the Company would be required to prepare an Appraisal Report to
accompany this notice of meeting.
A key purpose of an Appraisal Report is to provide shareholders with an independent evaluation that allows
them to understand and scrutinise the merits of a proposed transaction where directors or their associated
persons are the majority participants in an equity issue. The Company considers that an Appraisal Report is
not required for shareholders to make an informed decision as to whether or not to approve the issue of the
Options on the basis that:
• the terms of the Options are simple and straightforward, have been negotiated on an arm's length
basis, and are fairly and transparently disclosed in this notice of meeting;
• the number of Options that may be issued is fixed at 1,800,000, providing shareholders with certainty
as to what they are approving; and
• the Options will be granted with an exercise price which is benchmarked to the market price of the
underlying shares, adjusted to reflect the Company’s cost of capital and any dividends declared on
the Company’s shares over the vesting period of the Options and shareholders can assess the
financial implications and “fairness” of the Options without an independent Appraisal Report.
The Company has sought and been granted a waiver from NZ RegCo from the requirement in NZX Listing Rule
7.8.5(b) to provide an Appraisal Report in respect of Resolution 6 to shareholders with this notice of meeting.
The waiver was granted on the following conditions:
• the current non-interested directors of the Company, who were directors of the Company at the time
of the negotiation and entry into David’s Employment Agreement, certify to NZ RegCo that the terms
of David’s Employment Agreement, including with respect to the grant of the Options, were set on an
arm’s length commercial basis;
• the waiver, and the Company’s reliance on the waiver, is disclosed in the notice of meeting in respect
of the annual meeting of shareholders for 2024.
Sanford has provided to NZ RegCo the certificate that is required as a condition to the waiver and confirms
that it is relying on the waiver in issuing this notice of meeting.
The full waiver decision can be found on the Company’s announcement page on the NZX website
(www.nzx.com/companies/SAN/announcements).

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Attending the Annual Meeting
Attending in person
Shareholders can attend the meeting in person at Eden Park, Reimers Avenue, Mt Eden, Auckland in the World
Cup Lounge West, South Stand. A map of Eden Park is included below.


Attending online
Shareholders can also attend the meeting virtually through the Computershare Meeting Platform
https://meetnow.global/nz.
To access the meeting, click ‘Go’ under the Sanford 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 enclosed Virtual Meeting Guide for more information. You will need the latest version of
Chrome, Safari or Edge to access the meeting. Please ensure your browser is compatible.
Shareholders will require their CSN/Securityholder Number and postcode for verification purposes.
If you wish to appoint a proxy to attend online via the Computershare Meeting Platform on your behalf, please
ensure that you provide their contact details (phone and email) on the Proxy/Voting Form.

HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS

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.







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
call +64 9 488 8700.













Navigation



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 remotely
is eligible to ask a question.
Select the Q&A tab and type your question into the box at
the bottom of the screen and press 'Send'.

Visit https://meetnow.global/nz

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Notes
You may cast your vote in one of the three ways described below. You
may abstain from voting on one or more of the resolutions.
(1) Casting a postal vote
As a shareholder entitled to vote at the Annual Meeting you are entitled
to vote by postal vote. The Company’s share registrar, Computershare
Investor Services Limited, has been authorised by the Board to receive
and count postal votes at the Annual Meeting.
You can cast your postal vote online at www.investorvote.co.nz or by
completing the FOR, AGAINST or ABSTAIN boxes in ‘Step 1’ overleaf,
signing this Proxy/Voting Form and returning it to the share registrar in
accordance with the instructions above.
(2) Appointing a proxy
As a shareholder entitled to vote at the Annual Meeting, you are
entitled to appoint a proxy, or in the case of a corporate shareholder, a
representative, to attend and, if you have not cast a postal vote, vote
on your behalf. A proxy need not be a shareholder.
If you mark any of the PROXY DISCRETION boxes you must appoint a
proxy for your vote to be counted.
If you cast a postal vote, you may also appoint a proxy to attend the
meeting on your behalf by completing the YES box under the heading
“Other Matters” in 'Step 1' overleaf. The Chair of the meeting is willing
to act as proxy for any shareholder who wishes to appoint him for that
purpose and intends to vote proxies marked PROXY DISCRETION in
favour of all resolutions.
You may appoint your proxy online at www.investorvote.co.nz or by
completing the relevant sections of ‘Step 1’ and ‘Step 2’ overleaf,
signing this Proxy/Voting Form and returning it to the share registrar in
accordance with the instructions above.
Please note that you may still attend the meeting virtually should you
appoint a proxy, noting that you will not be able to vote if a proxy has
been appointed.
(3) Voting Restrictions
The Company will disregard any votes cast on Resolution 6 by David
Mair or any Associated Person of his (as defined in the NZX Listing
Rules). However, the Company will not disregard a vote if David Mair is
acting as a proxy for a person who is entitled to vote where such vote
is cast in accordance with an express instruction contained in a Proxy/
Voting Form.
(4) 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 Sanford 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 in the
Notice of Meeting for more information. You will need the latest
version of Chrome, Safari or Edge to access the meeting. Please ensure
your browser is compatible. Shareholders will require their CSN/
Securityholder Number and postcode for verification purposes.
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/Voting 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/Voting
Form.
Companies
This Proxy/Voting Form must be signed by a duly authorised officer or
attorney of the company. Persons who sign on behalf of a company
must be acting with the company’s express or implied authority.
Please sign in the appropriate place and indicate the office held.
Comments & Questions
If you have any comments or questions for the Company, please write
them on a separate sheet of paper and return with this form.
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 vote or appoint your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your postal vote or proxy to be effective it must be received by Computershare by 1400 (NZDT) on Monday, 16
th
December 2024.
The Annual Meeting of Sanford Limited
will be held as a hybrid meeting at Eden Park, Reimers Avenue, Mt Eden, Auckland in
the World Cup Lounge West, South Stand and online on Wednesday, 18
th
December 2024, commencing at 1400 (NZDT).
To attend the meeting online please go to https://meetnow.global/nz.
Lodge your postal vote or proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142
New Zealand
For all enquiries contact
+64 9 488 8777
c orporateactions@computershare.co.nz
Go online to lodge your proxy/vote, or turn over to complete the form

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):
YESNO
For
Against
Proxy
DiscretionAbstain
Please note: If you do not plan to attend the meeting, you may cast a postal vote or appoint a proxy to vote on your behalf at the meeting.
Voting Instructions/Voting Form
STEP 1
Notes
1. The full text of each of the resolutions including explanatory notes are set out in the Notice of Meeting.
2. If y ou mark any of the FOR, AGAINST or ABSTAIN boxes, your vote will be counted as a postal vote.
3. If y ou return this Proxy/Voting Form without marking any of the FOR, AGAINST, PROXY DISCRETION or ABSTAIN boxes for a particular resolution, you will be
de emed to have abstained from voting on that resolution and your votes will not be counted when calculating a majority for that resolution.
4. If y ou do not cast a postal vote and wish to appoint a proxy to vote on a resolution on your behalf, mark the PROXY DISCRETION box which relates to that
r esolution. This means you are directing your proxy to decide how to vote on that resolution on your behalf.
5. In addition to casting a postal vote, you may also appoint a proxy to attend the meeting on your behalf by selecting YES under "Other Matters".
6. N o shareholder is restricted from voting on Resolution 1 to 5 under the NZX Listing Rules.
7. If , in appointing a proxy (i.e. you mark any of the PROXY DISCRETION boxes or the YES box in Step 1 of the Voting Form), you inadvertently do not name someone
t o be your proxy in Step 2 of the Voting Form, or your named proxy does not attend the meeting, the Chair of the meeting will be your proxy and will vote in
acc ordance with your express direction.
of
of
Appointing a Proxy
STEP 2
hereby appoint
or failing him/her
a
s my/our proxy/corporate representative to attend and, if applicable, exercise my vote at the Annual Meeting of Sanford Limited to be held in the
World Cup Lounge West, South Stand, Eden Park, Reimers Avenue, Mt Eden, Auckland and online through the Computershare Meeting
Platform https://meetnow.global/nz on Wednesday, 18
th
December 2024 commencing at 1400 (NZDT) and at any adjournment of that meeting a nd
to vote on any resolutions to amend any of the resolutions, on any resolution so amended and on any resolution proposed at the meeting (or any adjournment
t
hereof) so as t o give effect to my/our intention as set out above.
I/We being a shareholder/s of Sanford Limited
Signature of Securityholder(s) This section must be completed.
SIGN
Securityholder 1 Securityholder 2 Securityholder 3
Contact Name Contact Daytime Telephone Date
Shareholders can still attend the meeting electronically, even if they have appointed a proxy
(although they will not be able to vote if a proxy has been appointed).
Business
To consider and, if thought fit, to pass the following ordinary resolutions:
Resolution 1:Election of Thomas (Tom) McClurg: That Tom McClurg, having been appointed by the
Board and only holding office until the Annual Meeting, be elected as a director of the
Company.
Resolution 2:Election of Joanne (Jo) Curin: That Jo Curin, having been appointed by the Board and only
holding office until the Annual Meeting, be elected as a director of the Company.
Resolution 3:Re-election of Craig Ellison: That Craig Ellison, who retires by rotation and is eligible for
re-election, be re-elected as a director of the Company.
Resolution 4:Re-election of Sir Robert (Rob) McLeod: That Sir Rob McLeod, who retires by rotation and
is eligible for re-election, be re-elected as a director of the Company.
Resolution 5:Auditor remuneration: That the directors be authorised to fix the fees and expenses of the
auditor for the ensuing year.
Resolution 6: Issue of Options to David Mair: That, in accordance with NZX Listing Rule 4.2.1, 1,800,000
options to acquire ordinary shares in the Company be issued to David Mair under the
Company’s long-term incentive option plan, on the terms and conditions set out in the
explanatory notes to this resolution.
Other Matters
I wish to appoint a proxy to attend the meeting on my behalf.
If you mark any of the PROXY DISCRETION boxes or the YES box above you must appoint a proxy (but see Note 7 above for what will happen if you inadvertently do not
do so, or your proxy does not attend the meeting). This may be the Chair if you so wish.
ATTENDANCE SLIP
A
nnual Meeting of Sanford Limited to be held
in the World Cup Lounge West, South Stand, Eden Park,
Reimers Avenue, Mt Eden, Auckland and online through the
Computershare Meeting Platform https://meetnow.global/nz on
Wednesday, 18
th
December 2024 commencing at 1400 (NZDT).