Notice of Annual Meeting and Proxy / Voting Form

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Notice of Annual Meeting of Shareholders
Sanford Ltd
22 Jellicoe Street, Auckland 1010
PO Box 443, Shortland Street, Auckland 1140
www.sanford.co.nz

Sanford Limited (the Company) gives notice that its Annual Meeting of Shareholders will be held on
Wednesday, 17 December 2025 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: Re-election of David Mair: That David Mair, who retires by rotation and is eligible
for re-election, be re-elected as a Director of the Company.
Resolution 2: Auditor remuneration: That the Directors be authorised to fix the fees and
expenses of the auditor for the ensuing year.

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
18 November 2025

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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, 15 December 2025.
No shareholder is restricted from voting on either Resolutions 1 or 2 under the NZX Listing Rules.

Ordinary Resolutions (Resolutions 1 and 2)
Both Resolutions 1 and 2 are ordinary resolutions. 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.

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, 15 December 2025.
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 and 2. 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: Re-election of David Mair
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, David Mair is required to retire (having held office since 07 November 2022 as a Director of the
Company).
David Mair will not be an independent Director for the purposes of the NZX Listing Rules if re-elected to the
Board due to his role as Managing Director.
David has significant corporate experience. He has been a Director of NZX-listed Skellerup Holdings Limited
since 2006 and was Managing Director between 2011 and 2024. David was also involved in a2 Milk from
2008 until the company listed on the ASX in 2015. He was recently judged Deloitte Top 200 CEO of the Year
for 2021 and given the prestigious Johnson Partners Leadership Award from the Institute of Finance
Professionals (INFINZ), which speaks to the quality of his leadership and focus. David is also currently a
Director of Forté Funds Management Limited.
David holds a degree in civil engineering and an MBA from Canterbury University.

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The Board supports the re-election of David Mair and recommends that shareholders vote in favour of
Resolution 1.
Resolution 2: 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.
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
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
website please call +64 9 488 8700.
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'.
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 pos
tal 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) 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 ref er to the Virtual Meeting Guide in the Notice of Mee ting f or 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 Proxy/Voting 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 pow er 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 o
ffice held.
Comments & Questions
If you hav e any commen ts 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, 15
th
December 2025.
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, 17
th
December 2025, 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
corporateactions@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
Business
To consider and, if thought fit, to pass the following ordinary resolutions:
Resolution 1: Re-election of David Mair: That Mr David Mair, who retires by rotation and is eligible
for re-election, be re-elected as a director of the Company.
Resolution 2: Auditor Remuneration: That the directors be authorised to fix the fees and expenses
of the auditor for the ensuing year.
Other Matters
I wish to appoint a proxy to attend the meeting on my behalf.
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 you mark any of the
FOR, AGAINST or ABSTAIN boxes, your vote will be counted as a postal vote (even if you also appoint a proxy).
3.If you return this Proxy/Voting Form without marking any of the FOR, AGAINST, PROXY DISCRETION or ABSTAIN boxes for a particular resolution, you will be
deemed to haveabstained from voting on that resolution and your votes will not becounted when calculating a majority for that resolution.
4.I
f you 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
resolution. This means you are directing your proxy to decide how to voteon 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.No shareholder is restricted from voting on Resolution 1 or 2 under the NZX Listing Rule
s.
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
someoneto be your proxy in Step 2 of theVoting Form,or your named proxy does not attend the meeting,theChair of the mee ting will be your proxy and
will voteall discretionary proxies in favour of each of the resolutions.
of
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.
Appointing a Proxy
STEP 2
hereby appoint
or failing him/her of
as 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, 17
th
December 2025 commencing at 1400 (NZDT) and at any adjournment of that meeting and
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
thereof) so as to 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
ATTENDANCE SLIP
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,
17
th
December 2025 commencing at 1400 (NZDT).
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).