KFL Notice of Annual Meeting of Shareholders - 8 Aug 2025
THE BUSINESS OF THE MEETING WILL BE:
A. Annual Report
To receive the annual report for the year ended 31 March 2025.
B. Resolutions
1. Re-election of Director
To re-elect Fiona Oliver as a director of the Company.
The NZX Listing Rule 2.7.1 requires that a director does not hold office (without re-election)
past the third annual meeting following the director’s appointment or three years, whichever is
longer.
The board unanimously supports the re-election of Fiona Oliver as an independent director.
See Explanatory Note for Resolution 1 for further information.
2. Auditor Remuneration
To authorise the board to fix the remuneration of the auditor for the ensuing year.
See Explanatory Note for Resolution 2 for further information.
C. General Business
To consider any other business that may properly be brought before the meeting.
Notice is hereby given that the 2025 Annual Meeting of Shareholders of Kingfish Limited
(“Kingfish” or “the Company”) will be held on Friday, 8 August 2025 commencing at
10:30am, in Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland and online via the
Computershare Meeting Platform meetnow.global/nz.
When participating online, shareholders will require their shareholder number, found on the
enclosed proxy form, for verification purposes. Online participation details are set out below.
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
1
2
Each of the resolutions being put to the meeting are proposed as ordinary resolutions and, to be
passed, require approval at the meeting by a simple majority of the votes of those shareholders
entitled to vote and voting on the resolution.
The board of Kingfish recognises that the Annual Meeting of Shareholders is an important forum at
which shareholders can meet the board. We welcome your input and encourage you to submit any
questions you may have in writing prior to the meeting to:
Kingfish Limited
Private Bag 93502, Takapuna, Auckland 0740
Phone +64 9 489 7094
enquire@kingfish.co.nz
On behalf of the board
Andy Coupe
Independent Chair
The Ellerslie Event Centre is situated at 80-100 Ascot Ave, Greenlane. Car parking is provided at the
venue.
PROCEDURAL NOTES
1. The only persons who are entitled to vote at the meeting are those shareholders whose names are
recorded in the share register of the Company at 5.00pm on Wednesday 6 August 2025.
2. A shareholder may attend the meeting and vote or may appoint a proxy to attend the meeting and
vote in place of the shareholder.
3. A proxy need not be a shareholder of the Company. If you appoint a proxy, you may either direct
your proxy how to vote for you, or you may give the proxy discretion to vote as he or she sees fit.
The Chair of the meeting is prepared to act as proxy. Any undirected votes in respect of a resolution,
where the Chair (or any other director) is appointed as a proxy, will be voted in favour of the relevant
resolution, other than when he or she is prohibited from voting on that resolution.
4. If you wish to appoint a proxy, you should complete the proxy form which is enclosed with this notice
of meeting. Proxy forms must be returned to the office of Kingfish’s share registrar, Computershare
Investor Services Limited, either by email to corporateactions@computershare.co.nz, by delivery to
Level 2, 159 Hurstmere Road, Takapuna, Auckland or by mail to Private Bag 92119, Victoria Street
West, Auckland 1142, so as to be received not later than 10.30am on Wednesday 6 August 2025.
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EXPLANATORY NOTE FOR RESOLUTION 1 – RE-ELECTION OF DIRECTOR
Fiona Oliver LLB, BA, CFInstD
Independent director
Term of Office
Fiona Oliver was first appointed to the board on 1 June 2022 and last
elected at the 2022 Annual Meeting.
Board Committees
Member of the Audit & Risk Committee
Member of the Remuneration & Nominations Committee
Member of the Investment Committee
Biography
Fiona Oliver is an experienced director, with governance roles across a range of business sectors,
including infrastructure (renewable energy, natural gas), technology, retirement villages, professional
and financial services and sport. She is a director of Barramundi and Marlin Global. Fiona is also a
director of Gentrack Group Limited, Clarus Group, Freightways Limited, Summerset Holdings Limited,
Wynyard Group Limited (in liquidation) and a board member of the Guardians of the New Zealand
Superannuation Fund. Fiona’s Executive roles included Chief Operating Officer of Westpac NZ’s
investment arm, BT Funds Management, and General Manager of AMP NZ’s Wealth Management
division. In Sydney and London, Fiona managed the Risk and Operations function for AMP’s private
capital division. Prior to this, Fiona was a senior corporate and commercial solicitor in New Zealand
and overseas, specialising in mergers and acquisitions. Fiona is a Chartered Fellow of the Institute of
Directors and a member of Global Women. Fiona was awarded the Beacon Award by the New Zealand
Shareholders Association. Fiona’s principal place of residence is Auckland.
The board considers that Fiona Oliver is an independent director for the purposes of the NZX Listing
Rules. The board unanimously supports the re-election of Fiona Oliver.
EXPLANATORY NOTE FOR RESOLUTION 2 – AUDITOR REMUNERATION
PricewaterhouseCoopers is automatically reappointed as auditor under Section 207T of the Companies
Act 1993. Under Section 207S of the Companies Act auditor fees and expenses must be fixed in the
manner determined at the annual meeting of shareholders. This resolution authorises the board to fix
the remuneration of the auditor.
ONLINE PARTICIPATION DETAILS
Shareholders may choose to participate in the Annual Meeting online via the Computershare Meeting
Platform meetnow.global/nz.
In order to participate remotely, shareholders should visit meetnow.global/nz on their desktop or mobile
device and click “Go” under the Kingfish 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.
If shareholders have any questions or need assistance with the online process, please contact
Computershare on 0800 650 034 or +64 9 488 8777 (outside of NZ) between 8.30am and 5.00pm
(NZ time) Monday to Friday.
Shareholders will be able to view the presentations, vote on the resolutions to be put to shareholders
and ask questions, by using their own computers or mobile devices. Shareholders will still be able to
appoint a proxy to vote for them as they otherwise would, by following the instructions on the proxy
form and this Notice of Meeting.
Please note that not all questions may be able to be answered during the meeting. In this case,
questions will be followed up after the meeting.
Details of how to participate “virtually” are provided in the accompanying Virtual Meeting Guide, with
instructions for accessing the virtual meeting. Shareholders are encouraged to review this guide prior to
the Annual Meeting of Shareholders.
Shareholders will require their CSN/Securityholder Number, which can be found on their proxy form, for
verification purposes.
4
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Annual Meeting of the Shareholders of Kingfish Limited
Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland
Friday, 8 August 2025 at 10.30am
Go online to vote, or turn over to complete the form
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
Attending the Meeting
All shareholders will have the option to attend, vote and participate in the Annual
Shareholder Meeting either in person or, alternatively, online via an internet
connection using a laptop, tablet or smartphone. For further details see the
Virtual Meeting Guide enclosed. If a representative of a corporate security holder
or proxy is to attend the Meeting, they may need to provide evidence of your
authorisation to act prior to admission.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should sign
(on behalf of all shareholders). In the case of joint shareholders, if the shareholders
appoint different proxies, the vote of the proxy appointed by the first shareholder
will be counted.
Power of Attorney
If the form is signed under a power of attorney, a certificate of non-revocation
must be completed and a certified copy of the power of attorney must be
produced to the company unless it has already been noted by the company.
Companies
This form must be signed by a duly authorised Director or duly authorised officer
or attorney. Please sign in the appropriate place and indicate the office held.
How to Vote on Resolutions
All your securities will be voted in accordance with your directions.
Appointment of Proxy
As a shareholder you may attend the meeting and vote, or you may appoint a
proxy to attend the meeting and vote on your behalf. A proxy can be any person
of the shareholder’s choice and does not have to be a shareholder. The Chair, or
any other Director, is willing to act as a proxy for any shareholder who wishes
to appoint him or her for that purpose. Any undirected votes in respect of a
resolution, where the Chair or any other Director is appointed proxy, will be
voted in favour of the relevant resolution, other than when he or she is prohibited
from voting on that resolution. To appoint a proxy, please enter the name of your
proxy in the space allocated in ‘Step 1’ overleaf of this form.
If you do not name a person as your proxy, but otherwise complete the
proxy form in full, or your named proxy does not attend the meeting, the
Chair will be appointed your proxy and will vote in accordance with your
express direction (subject to any voting prohibitions), and any discretion
granted on how to vote will be voted in favour of the relevant resolution.
Voting of your holding
Direct your proxy how to vote or give the proxy discretion as to how to vote on
the resolutions by completing FOR, AGAINST, ABSTAIN or PROXY DISCRETION
box in ‘Step 2’ overleaf. If the form is returned without a direction as to how the
proxy shall act on a resolution the proxy will exercise the proxy’s discretion as to
whether to vote and, if so, how.
If you propose to ATTEND the Annual Meeting:
Bring this Proxy/Voting form to the share registry at the entrance to the meeting.
If you do NOT propose to attend the Annual Meeting:
Please complete and sign the proxy and voting instruction sections in ‘Step 1’
and ‘Step 2’ overleaf of this form, sign the form and return it to the share
registrar.
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: For security reasons it is important that you keep your CSN/Securityholder Number confidential. To vote online
you will need the above Control Number, your CSN/Securityholder Number and postcode (or country of residence if you reside
outside of New Zealand).
Lodge your proxy online, 24 hours a day, 7 days a week:
Proxy/Voting Form
Want to vote online? Visit www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your vote to be effective it must be received by 10:30am on Wednesday, 06 August 2025.
If shareholders do not wish to attend the meeting in person at Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland,
shareholders will have the opportunity to participate in the 2025 Annual Meeting virtually through the Computershare meeting platform
https://meetnow.global/nz. Please refer to the Virtual Meeting Guide that accompanies this Proxy/Voting Form.
Proxy/Corporate Representative Form
Elect Electronic Communications
Appoint a Proxy to Vote on Your Behalf
STEP 1
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of the Shareholders
of Kingfish Limited to be held in Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland and virtually through the Computershare meeting platform (https://
meetnow.global/nz) on Friday, 8 August 2025 at 10:30am and at any adjournment of that meeting and as my proxy thinks fit on any additional resolution or amendment
to resolutions so as to give effect to my/our intention as set out below where possible.
appointof
or failing him/herof
I/We being a shareholder/s of Kingfish Limited
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Voting Instructions/Voting Form
STEP 2
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. Unless otherwise
instructed, the proxy will vote as he/she thinks fit.
ATTENDANCE SLIP
Annual Meeting of the Shareholders of Kingfish Limited
to be held in Guineas Room 1, Ellerslie Event Centre,
Greenlane, Auckland and virtually through the Computershare
meeting platform (https://meetnow.global/nz)
on Friday, 8 August 2025 at 10:30am.
Proxy
Discretion
Resolutions:
1.
To re-elect Fiona Oliver as director of the Company.
2.
To authorise the board to fix the remuneration of the auditor for the ensuing year.
For
Against
Abstain
Signature of Shareholder(s) This section must be completed.
SIGN
or duly authorised director, officer or attorneyor Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
If your proxy will be attending the meeting remotely, 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):
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Attending the meeting online
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
When successfully authenticat ed, th e home
screen will be displayed. You can watch the
webcast, vote, ask qu estion s, an d view meeting
materials in the documents folder. The image
highlighted blue indicates the page you have active.
The webcast will appear and begin
a
utomatically once the meeting has started.
Voting
Reso
lutions will be put forward once voting is
declared open by the Ch air. Once the voting
has opened, the resolution and voting options
will appear.
To vote, simply select your vot ing direction
f
rom
the options shown on scree n. You can vote for all
resolutions at once or by each resolution.
Y
our vote has been cast when the green tick
appears. To change your vote, select ‘Change
Your Vote’.
Q&A
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the
requi red 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 t
he
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 complet e al l the relevant
fields including title, first name, last name an d
email address.
Pl
ease note, guests will not be abl e to
ask questions or vote at the meeting.
If yo
u
are a proxy holder:
Yo
u will receive an email invitation the day before
the meeting to access the onli ne meeting. Click
on the link in the invitat ion to access the meeting.
Visit https://meetnow.global/nz
Contact
If you have any issues accessing the
website please call +64 9 488 87 00.
A
ny eligible sharehold er/ proxy attending t
he
m
eeting remotely is eli gible to ask a question.
S
elect the Q&A tab and typ e your question int
o
the box at the bottom of the screen and press
'S
end
'.
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If yo
u 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.
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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