Hallenstein Glasson Holdings Ltd Notice of Meeting

NOTICE OF MEETINGNOTICE OF MEETING
NOTICE 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 Wednesday 10 December 2025 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 Addresses
3. Director Elections
To consider, and if thought fit, to elect as a Director of the Company
(by ordinary resolution of the shareholders) Peter Steenson, who was
appointed by the Board in August 2025:
Resolution 3.1: To elect Peter Steenson as a Director.

As at the date of this Notice of Meeting, the Board considers Mr.
Steenson to be an Independent Director for the purpose of the NZX
Listing Rules.
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 3.2: To re-elect Malcolm Ford as a Director.
Resolution 3.3: To re-elect Joanne Appleyard as a Director.
As at the date of this Notice of Meeting, the Board has determined that:
— Mr. Ford is an Independent Director for the purposes of the NZX
Listing Rules; and
— Ms. Appleyard is an Independent Director for the purposes of the

NZX Listing Rules.
See the explanatory notes.
4. Directors’ Fees
To consider and, if thought fit, to pass the following resolution: “That
the maximum aggregate remuneration payable to the Directors (in their
capacity as Directors) be increased to NZ$854,000 per annum, to be
divided amongst the Directors at the discretion of the Board.”

See the explanatory notes.
5. 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.
6. General Business
RESOLUTIONS
The resolutions in items 3 to 5 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 appointed 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 Monday 8 December 2025.
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
P Steenson
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

RESOLUTION 3.1
NZX Listing Rule 2.7.1 requires that any director appointed by the
Board must retire from office at the next annual meeting but is eligible
to seek election. Director Peter Steenson retires in accordance with
this requirement and offers himself for election.
Peter Steenson
Appointed: 13 August 2025
Peter was formerly employed by EY for over 30 years. Peter has
expertise in accounting, finance and tax matters particularly relating
to property, construction and financing. In his role at EY Peter
provided a full range of reporting, financial, tax and strategic advice
to domestic and international businesses. Peter is a Fellow Chartered
Accountant (FCA) of Chartered Accountants Australia and New
Zealand (CAANZ) and holds a Master of Commerce in Economics
(M.Com.Hons) and a Bachelor of Commerce (B.Com), majoring in
both Accounting and Economics, from the University of Canterbury.
RESOLUTIONS 3.2 AND 3.3
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
Malcolm Ford and Joanne Appleyard retire in accordance with these
requirements and, being eligible, offer themselves for re-election.
Malcolm Ford
Appointed: June 2010
Last re-elected: 15 December 2022
Malcolm Ford is an independent non-executive Director. He was
appointed to the Board in June 2010. Mr Ford’s background includes
20 years’ experience in direct sourcing particularly in Asia. Mr Ford
also has experience in brand management across wholesale and
retail markets.
Joanne Appleyard
Appointed: November 2022
Last elected: 15 December 2022
Joanne Appleyard is an independent non-executive Director. She
was appointed to the Board in November 2022. Jo is a partner at
Anderson Lloyd and is a well-regarded senior practitioner with over
30 years’ experience. Jo specialises in employment, commercial
and resource management law. Jo was a member of the NZ Markets
Disciplinary Tribunal between 2011 and 2020.
The Board unanimously supports the election of Peter Steenson

and the re-election of Malcolm Ford and Joanne Appleyard.
DIRECTOR INDEPENDENCE
The Board has determined that Peter Steenson, Malcolm Ford and
Joanne Appleyard are, as at the date of this Notice of Meeting,
Independent Directors of the Company as defined in the NZX

Listing Rules.
In making this determination the Board has had regard to the
non-exhaustive factors set out in table 2.4 of the NZX Corporate
Governance Code. The Board recognises that several of its
Independent Directors may derive a substantial portion of their
annual revenue from the Company. The Board does not consider
this factor materially affects any such Director’s capacity to bring
an independent view to decisions, including having regard to each
director’s broader financial position and circumstances and the
professional nature of the role of a director.
Malcolm Ford has been a Director of the Company for longer than
12 years. The Board has determined that Malcolm’s tenure does not
affect his ability to exercise independent judgement or to act in the
best interests of the Company and its shareholders.
Malcolm continues to approach board matters with professionalism,
challenge and hold management to account and bring the same high
level of diligence and enquiry as directors who have a shorter tenure.
Joanne Appleyard was until 31 August 2025 a partner at Chapman
Tripp which has provided legal services to the Company within
the last 12 months. The Board does not consider that Jo’s previous
association with Chapman Tripp impacts her independence in

any way.
AGENDA ITEM 4 – DIRECTORS’ FEES
The resolution in item 4 of the agenda proposes an increase in the
pool of directors’ fees to NZ$854,000 per annum. The pool of
NZ$725,000 per annum was approved by shareholders in 2023, at
the Company’s 2023 annual meeting. This was calculated on the
basis of seven non-executive directors.
In August 2025 an additional New Zealand based non-executive
director was appointed to the board. At the time of the appointment
the board increased the fee pool by NZ$86,000 as permitted by NZX
Listing Rule 2.11.3 to enable the additional non-executive director(s)
to be paid directors’ fees in line with the other New Zealand based
non-executive directors (excluding the chair), resulting in an effective
fee pool of NZ$811,000 per annum. Individual director fees remained
unchanged.
The proposed fee pool of NZ$854,000 per annum is calculated on
the basis of eight non-executive directors (rather than seven non-
executive directors) and also includes an inflationary adjustment in
line with the total percentage change in the Consumer Price Index
published by Stats NZ between Q3 2023 and Q3 2025.
The allocation of the pool of directors’ fees is a matter for the board
from time to time. However, the current expectation is that the pool
will initially be allocated as follows:
— New Zealand based non-executive directors (x5) – $91,000 p.a.
— Australia based non-executive directors (x2) - $102,000 p.a.
— Chairman - $153,000 p.a.
— Chair, Audit Committee - $10,000 p.a.
— Deputy Chair, Audit Committee - $5,000 p.a.
— Chair, Remuneration Committee - $5,000 p.a.
— Chair, Nominations Committee - $5,000 p.a.
— Chair, Health & Safety Committee - $5,000 p.a.
— Chair, Sustainability Committee - $5,000 p.a.
The Company has a ninth director, James Glasson, who is an
executive director of the Company and does not receive directors’
fees for his role on the board.
In accordance with NZX Listing Rule 6.3.1, no non-executive director
or their Associated Persons (as defined under the NZX Listing Rules)
can vote on this resolution, unless casting votes under an express
proxy of a person who is not disqualified from voting
EXPLANATORY NOTES
AGENDA ITEM 3 — DIRECTOR ELECTIONS

HALLENSTEINS.COM
GLASSONS.COM
HALLENSTEINGLASSON.CO.NZ

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Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
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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
P Steenson
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. In accordance with NZX Listing Rule 6.3.1, no non
-executive director
or their Associated Persons (as defined under the NZX Listing Rules) can vote on
Resolution 4, unless casting votes under an express proxy of a person who is
not disqualified from voting.
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.
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Lodge your proxy online, 24 hours a day, 7 days a week:
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Scan the QR code to vote now.
For your proxy to be effective it must be received by 10:00 am on Monday, 8
th
December 2025.

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
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 Wednesday, 10
th
December 2025 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 Wednesday, 10
th
December 2025 at 10.00 am.
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Email Address
Resolutions
Resolution 3
Director Elections:
3.1.

To elect Peter Steenson as a Director.
3.2.
To re-elect Malcolm Ford as a Director.
3.3.
To re-elect Joanne Appleyard as a Director.
Resolution 4
That the maximum aggregate remuneration payable to the Directors (in their capacity as Directors) be increased to
NZ$854,000 per annum, to be divided amongst the Directors at the discretion of the Board.
Resolution 5
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.